Screams of the Spider
by LAXgirl
Summary: Sequel to "Down Came the Rain" Mysterious kidnappings have been occuring arond the city and people have reported Spidey the culprit. Going on the hunt, our hero finds the perpetrator may be linked closer to him then he thought...genetically speaking
1. The Monster Strikes

Hi again! Here is the awaited sequel to Down Came the Rain. If anyone out there hasn't read my first fic, it would probably be a good idea to at least read the first chapter of it so you get the basis for an essential detail later to come in this story. Curious you say? Well, stick around and see where this goes…

Disclaimer: I don't own Spidey and no matter how many times I write him into my Christmas list, Santa just never delivers… 

In the city of New York- the so called city that never sleeps- the twilight sea of stars would, for the most part, be considered impossible to see through the haze and overcastting glare of the lights that shined up from between the concrete canyons and streets. But in the darkened patch of uncultivated earth known as Central Park, circled on all sides by the pulsating hub of the metropolis, dim pin pricks of natural light spotted the darkening sky of black velvet. 

Strolling beneath the faint glimmer of starlight, a young couple made their way through the winding walkways that snaked through the thick groves of trees of the huge park. Muffled behind the sounds of their hurried footsteps on the path, the occasional distant honking of an irate motorist drifted through the chilly night air.

With no street lights to shine upon the path, the couple spoke in hushed voices if only to comfort each other from the eerily dark shadows cast by the looming trees that thrust their branches over the narrow path. 

"So did you like the movie, Liz?" the boy asked quickly to start a conversation, no matter how artificial it seemed. Hugging his date closer, he quickened their pace in attempts to shorten their time in the deserted park. 

"Yeah," came a bland reply. Glancing warily around them as if expecting danger at every turn, she whispered, "Steve, why did we come this way again? Nobody in their right mind comes through Central Park alone at this time of night. We could be mugged and nobody would find us until morning."

"Oh, stop worrying," the young man snorted even as he hastened his already brisk pace more, "We're not going to get mugged or anything like that. This is the quickest way home even if we took the subway or a cab."

"You're just too cheap to pay for a cab," Liz chided with a smirk, giving him a playful slap across the arm. 

"Hey! I bought you dessert, didn't I? That should count for something," he smiled back defensively as he hugged her closer. 

As they continued their way into the inky darkness that blanketed everything, a slight rustle of leaves and braches from the right side of the path caused both to stop dead in their tracks, their breaths catching in their throats from fear. 

"Wh..Who's there?" Steve called out in a false voice of fearlessness. He was beginning to question if the subway had really been that bad of an idea. 

Giving no reply, the rustling moved along the length of the path. The branches of the bushes planted along the pathway swayed heavily in successive waves as if a bulky body was skirting along them. Soft clinks sounded against the sharp snapping of branches. 

Giving a small yelp of fear, the girl clutched her date's arm tightly as the mysterious figure glided in the shadows just several feet away from where they stood frozen in place. 

Another crescendo of hollow clicks sounded through the air as the movement suddenly stopped just ten feet before them to the side. The sound vaguely conjured up the mental image of a person clucking their tongue against the roof of their mouth, only in a constant rapid succession of varying tones and intensities that rose and fell almost melodiously. 

Deafening silence stung the couple's ears as the clicking suddenly stopped, allowing the hush of central Park in the dead of night to hang heavily in the air. Holding a collective breath, the couple stood as still as statues, staring intensely in the direction of where the sounds had resonated from. 

Giving no warning, a huge shadow separated itself from the surrounding darkness and launched itself into the overhanging braches of the large oak trees fifteen feet above the ground that lines the sides of the walking path. 

"What is that?" Liz cried as she clung to the young man's jacket. Above their heads sounded the groans of branches sagging and shifting under the weight of a huge body as it stepped quickly along the interlocking mesh of foliage from either side of the path. For reasons that seemed to defy physics, the mysterious presence that crashed about like a herd of elephants didn't fall through the trees' canopy and to the ground. 

"I have no idea," Steve answered in a voice seized by fear, "Whatever it is isn't human. Nothing that I know of can move and jump like that."

Coming to a halt right above them, the crashes of heavy movement died away into the night only to be replaced by the gentle rustle of the branches swaying back into place. 

"We need to get out of here," whispered Steve as he began to back away slowly, his head craned upward to the thick blackness of the canopy of leaves and branches overhead. Giving no resistance, the girl quickly followed suit. 

Turning on their heels to flee for their lives, the soft series of clicks from before froze them in place as they looked on in horror. Not even ten feet in front of them hovered the rounded outline an almost human head dangling down from the branches upside down. 

What little light pierced the night, illuminated only the outline of the figure, shrouding its features in darkness. But the couple didn't need to see its face to know it was staring intensely at them through the blackness. 

Too shocked to utter even a shout of surprise, the couple stood like deer caught in the headlights of an on coming car. In the lull of time it takes to take in a tense breath of air, a shrill high pitched scream shattered through the nighttime air. The sound that pierced the air was that of a deadly predator ready to pounce on its helpless prey. 

The air vibrating shriek rang through the distance, as the solid ground beneath the startled couple vibrated in shock as a heavy mass fell from somewhere above to the small path they stood on. 

Stunned by the ear splitting cry, it took a moment before the electrical impulse of pain registered in Liz's brain as she was forcefully batted into the massive trunk of a nearby tree as if she was nothing more than a rag doll. 

Gasping a rattled breath of air as she tumbled to the ground in a heap, another sharp predatory scream sliced through her ear drums. Clamping her hand over her ears in attempt to block out the noise, she frantically looked for any sign of her date. 

Disoriented by her abrupt collision with the tree, Liz stared in half coherency at the sight she beheld. At first she thought she was dreaming, then she thought it was some freakish nightmare. But as another blood curdling scream pierced the air, she knew what she saw was real. Not even her subconscious was creative enough to concoct the scene she beheld several feet from where she had fallen. 

Dangling four feet off the ground by the lapels of his jacket, Steve kicked the air frantically in search for solid ground. On his face was chiseled the expression of pure horror and fear. If he had had the conscious control of his vocal chords, she was sure his screams of terror would have filled the night instead of the soft inhuman clicking of his captor that hummed in her ears and seemed to vibrate the air itself. 

Shrouded in the shadows as if it wore them as a second skin, the monstrous outline of a spindly almost humanoid shape arrested the frightened girl's attention. 

Standing almost twelve feet off the ground on its back legs at what she assumed would pass as its shoulders, the creature held its captive like he weighed nothing more then a feather at the ends of its long slender arms that bent at a slight angle to pull the boy's pale face within only a foot or so of its own. 

Planted solidly on two spindly legs, the creature slowly pumped the air with two more sets of leg- like appendages that sprouted from the long and narrow trunk of flesh that made up its body. Just before its pair of thicker muscled supportive legs, its stomach bulged to a massive swell, giving the creature a somewhat awkward appearance. 

But 'awkward' was not one of the words Liz would ever use to later describe what she saw. As it lowered its head frighteningly gracefully to within inches of her date's face the following scene moved in such rapid fluid movements, she doubted she had witnessed it at all. 

Cocking its head slightly to the side as if evaluating its catch, the creature gave another round of hollow clicks before it suddenly tossed Steve's body into the air like a coin. As his body tumbled in the air, the creature quickly shot out twin streams of liquidy material that covered his body completely in a full body cocoon within seconds. 

Plucking the falling body out of the air like it was standing still, the creature tucked the stiff human package between its first and second set of legs. 

Stifling a scream of terror from what she had just seen, Liz sat motionless as the creature's head slowly swiveled about on its thin neck to scan the surrounding area. Pausing as its gaze locked with hers, she could almost feel more then hear the hiss that emanated from the bobbing head that stood hidden in shadows. 

Gracefully covering the short distance that separated itself from the paralyzed girl on all eight of its stilt like appendages, the creature lowered itself almost parallel to the ground to stare eyelevel with the girl's fear gripped face. As the round head entered into a shaft of dim light cast by the distant skyscrapers that lined the huge park, her heart froze at the strangely beautiful silver orbs that seemed to glow in the darkness at her. 

Unblinking, the creature's large bug like eyes spanned across almost half of its head. But as if to counter balance the strange beauty of the thing's eyes, beneath the shimmering orbs sat a pair of mandibles that snapped and clicked as they swung out horizontal along the things mouth and clapped together menacingly. Beyond those hung a narrow jaw edged with fang like protrusions. 

As the creature stared into her eyes, Liz felt the distinct feeling she was about to die. Fearing what she was sure was to come, she tightly clenched her eyes shut and winced her head away from the creature's mouth with a frightened sob of repressed fright. 

The night had suddenly seemed to become still, so much so she swore the creature could hear her heart thundering against her ribs. Over the roar of blood in her ears, she could make out the muffled cries of Steve coming from somewhere in the cocoon that was tightly held between the creature's spidery legs. 

She could feel the creature's hot, sticky breath against her neck as another hiss sounded in what seemed like only an inch away from her ear. Wincing further away as she curled her legs to her body, tears of terror stung the corners of her eyes that were almost painfully squeezed together. 

'Oh God, I don't want to die. Please don't let me die,' her thoughts echoed again and again through her skull like a mantra. 

There she sat, waiting for her death for what seemed like eternity. After what was in reality only a few moments, the girl slowly peeled an eyelid up. 

Nothing. It was as if there were no other living things in the area. In the distance, the soft chirping of crickets sung a subdued nighttime lullaby. 

Gasping a lungful of air that could have passed for relief, surprise, incomprehension, or unbridled joy for life, she pulled herself shakingly to her feet. 

Following her feet that seemed to move with a mind of their own, she stumbled back onto the path where her date and her had walked along unsuspectingly only a few short minutes before. 'Had it really only been that long ago?' she wondered in a daze. 

Steve. She had almost forgotten about him. Looking hurriedly around she vividly remembered him being tied up into a condense package by some strange fluid then carried away by the creature. 

"No…" she muttered in distress, collapsing to her knees on the cold pavement. Chocking back the rocking sobs that threatened to rip from her mouth, her eyes fell onto something just within her reach on the ground. It looked like a glob of pure white foam. 

Slowly stretching a shaking hand towards it, she gasped in surprise as her fingers brushed against the sticky surface of the strange substance. It was warm, almost hot to the touch. Quickly withdrawing her hand, her stomach lurched as several fine gossamer threads of the stuff stretched themselves between the greater mass to the tips of her fingers. 

Suddenly appalled by the stuff, she frantically shook her hand to free herself from the entangling threads of adhesive goo. Getting the majority of the stuff from her hand, she remembered the eerie glow of those eyes that had seemed to stare into her very soul. Shuddering involuntarily, she swore she could still feel their unrelenting gaze on her skin as if sight were a tangible thing. 

Standing with a jerky start, Liz quickly pulled her strength together and fled as fast as her feet could humanely take her. All the while she ran from the park towards the nearby police station in an hysterical state, she could almost feel those silver eyes on her, watching from somewhere nearby from the shadows. 

Those eyes would forever haunt her and follow her for years to come even when she closed her eyes and slipped into the deep void of sleep. Those eyes; their shimmering glow; the cold, raw feral power that radiated from them would always stay with her. 

But she knew it wasn't the first time she had seem them. The moment she saw them she recognized them from the daily newspapers, only more against the scarlet backdrop of a masked man then from the blackness that shrouded what she had just seen. 

She wasn't sure of what she had just seen, but what she did know was that those had been inhuman eyes. Those had been the eyes of a spider. And that had been the unearthly scream of a spider that still rung fresh in her ears and sent cold shivers down her spine…

***********

4 days later…

Peter Parker swayed steadily to the rocking rhythm of the rickety elevator as it ascended towards the tenth floor city office of the Daily Bugle. Trying to tune out the horrible elevator music that played from some hidden speaker overhead, the young photographer shifted the strap of his black messenger bag uncomfortably on his shoulder as the other people in the car jostled about in the cramped space. 

Inside the large bag were numerous photos of his alter ego, Spiderman, stopping a large bank robbery that had taken place the previous night. He was hoping the pictures would sell for enough money to cover this months rent. The photos weren't exactly the best his automatically timed camera had ever shot, but they were good enough to pass off for a few quick bucks to get through the month on. 

Peter just hoped Robbie Robertson was up for them. If not, then the aspiring photographer might have to take up a part time job at McDonald's to keep his apartment and feed his belly. 

It seemed like only yesterday instead of two months ago that he had been saving New York, and for that matter the whole United Stated of America, from a terrorist bent on releasing a terrible biological virus that could have wiped out half the nation's population. Not to mention the 'minor inconvenience' of having been shot from saving a political figure and his boss, J. Jonah Jameson. 

His wounds had healed completely within two weeks of his little escapade and had become just another addition to his growing collection of battle wounds. Luckily nothing more then the usual common muggings and robberies had taken place since then, allowing the young man time to recover instead of having to battle some insanely powerful megalomaniac bent on conquering the world. That could have seriously set back any attempts at bed rest…

As the rickety elevator car came to a jerky stop on the tenth floor, Peter stood by patiently by as a small swarm of hurried reporters forcefully pushed past him to be first out of the elevator. Shrugging off the rude jostling, the young man stepped off into the noisy chaos that was the Daily Bugle's city room an hour before deadline. 

Walking warily between the desks that were crammed into some semblance of symmetry in the huge room for fear of some intern suddenly popping out from behind a desk and ramming into a particular free-lance photographer, Peter waved a few casual hellos to some of the writers he had become associated with since starting a working relationship with the newspaper. Some of those familiar faces included Betty Brant and Ben Urich who Peter had the pleasure of getting to know better over the past few months. 

"Hey, Pete," Betty called over from her secretary's desk in front of Jameson's office as she waved the young man over for a quick conversation, "Where've you been lately? Haven't seen you around for awhile." 

"Busy," he replied with a helpless shrug, "It looks like you're a bit busy yourself."

"Nothing more then usual," she chuckled heartily, giving a vague gesture out to the buzzing news room, "So what did you bring us today of your star photo subject?" referring to the city's superhero arachnid. 

"Just a bank robbery that happened the other night by some bungling wannabe crooks," he said as he pulled a manila folder from his messenger bag and opened it to show the photos proudly to Betty. 

Leafing through the enlarged 8x11 photos of miscellaneous shots of trussed men in black ski masks caught in a huge spider web that spanned across the front of the bank and others of Spiderman swinging in and exchanging a few punches with the surprised crooks, Betty remarked in an impressed tone, "How do you always know where Spiderman is going to be all the time? It's like you two have a walkie talkie system going to know where the other is and set up the photo shoot. Come on, you _have _to tell me, Pete. Do you know Spidey on a personal basis?"

Giving an enigmatic smile, Peter said, "I'm just lucky, I guess." 

Shooting him an you're-not-giving-me-the-whole-story look, Betty was about to press the matter further before a loud uproar rang across the city room from within Jameson's office. Both giving a half-hearted glance over their shoulders towards the source of the outburst from the sheer fact of being used to what was about to be another famous Jameson-rant, Betty and Peter caught the fleeting image of a white faced intern running at full steam out from the editor's office. 

"-and don't show your face in front of me again until you learn to file those papers right!" Jameson shouted at full lung capacity after the fleeing boy as the editor's body filled the doorway of his office. 

Accustomed to Jameson's frequent rantings, the city room hardly even paused to acknowledge the loud scuffle as writers hurried to meet their deadlines. Surveying the room with the eyes of a vulture ready to swoop down on any dawdling reporter, Jameson chewed the end of his stinky cigar that always managed to leave its distinct odor in its wake. 

Quickly slumping her shoulders over the papers laid out on her desk, Betty pretended to be deeply engrossed in her job, leaving Peter to fend for himself as Jameson's gaze fell onto the young photographer. 

Puffing a huge cloud of smoke from around his cigar, Jameson stalked towards Peter. "Parker! You'd better have brought me some decent photos today! And by 'decent' I don't mean anything with that underwear wearing wall crawler in it!" he barked as he neared the boy.

Caught off guard by this, Peter stuttered unintelligibly, "Uh…well…" 

Not giving the him a chance to form a coherent sentence, the older man snatched the small stack of photos that sat on the edge of the desk. Flipping through them and tossing them with the flip of his wrist back onto the opened manila folder, Jameson muttered in a huff at every toss, "Crap…Crap…No way in hell…Crap… Parker, I thought I told you no Spiderman pictures!" 

"Well, Mr. Jameson, its just that I thought that this being the first full scale bank robbery in a long time, that you'd want pictures of it," Peter recovered quickly as he tapped his photos into a neat little stack in the center of the folder. 

Snorting, Jameson bellowed, "I'm not about to have this paper glorifying that so called 'superhero' that always seems to know when a robbery's going down. I think that he's in on the job and only stepping in for the publicity. It's people like Spiderman that's causing the downfall of American society!" 

Peter merely rolled his eyes passively at the familiar accusations of Spiderman's supposed dubious nature. Glancing down, he caught Betty's mirrored reaction of his own as she turned to pound away at her computer's keyboard. 

'He'd blame me for global warming if he ever thought of it,' Peter thought as Jameson began to get so worked up that cinders from his cigar began to tumble down in small sooty showers. 

"Now what are you getting so upset about, Jonah? Haven't you scared enough people today or are you batting for a perfect 500?" came a familiar voice of calmness from the side of the room, interrupting Jameson mid sentence of even more accusations that had sprung from the editor's head within the past few moments. 

Turning gratefully to the welcome distraction, Peter gave a tight thankful smile to 'Robbie' Robertson as the older man made his way gradually towards the excited editor and photographer. Returning the smile, Robertson pervaded an aura of calm authority that somehow managed to quiet Jameson a tad. 

"I'm sick and tired of running pictures of Spiderman and wasting perfectly good paper-space on this masked freak when there are hundreds of better stories out there for us to report!" the man responded with a snarl as he threw the last picture onto the pile Peter had made. 

"Oh, come on, Jonah," Robbie soothed as he picked up the pile and began shifting through them slowly, giving each shot equal attention, "I'm sure there's something in here we can use. That bank robbery is a pretty big story. Those robbers almost got away with an armored trunk load of newly minted bills." 

Standing silently by, Peter couldn't help but smile as Robertson glanced up at him and shot a secret smile towards the young man that almost said, 'Don't worry, Peter. I'll take care of this.'

"Aha!" the aging black man cried as he pulled a particular picture from the middle of the stack, "We have a winner. I think you'll like this, Jonah. No Spiderman in sight but enough to get the point across of who stopped the robbery." 

Holding the photo up from the upper right corner so not to smug it, Robertson allowed the others to view his pick of the litter. In the picture was an artistically shadowed shot of five of the robbers hanging upside down from a shimmering spider web on a streetlight with a bag of money spilled out across the sidewalk beneath them, the bank front forming the backdrop the entire scene. 

"Just see the secretary on the way out for the finders fee," Robbie smiled at Peter as he tucked the photo into a folder and handed it to a nearby intern saying, "Get this down to printing and make sure it's in the evening edition."

"Thanks, Mr. Robertson," Peter said enthusiastically. Looks like he wouldn't have to be flipping burgers after all…

"Robbie! We shouldn't run this! Not after everything that web slingers been doing lately," Jameson cried loudly as the intern disappeared quickly into the maelstrom of activity of the city room towards the print offices. 

"Why not? Spiderman just stopped a huge bank robbery last night," the other man sighed in exasperation. 

"Haven't you been watching the news lately?" the editor growled back, "That bug's been kidnapping people all over the city for the last few nights. There have been eyewitness reports of seeing that criminal grabbing innocent people and hauling them away, tied up in that webbing he always uses. One girl was brutally attacked four nights ago in central Park when her boyfriend was grabbed." 

Peter's eyes narrowed as he listened intensely to what the older man was saying. Kidnappings? And supposedly by Spiderman? Could there be an imposter going around masquerading as him or had the editor just found a new angle to portray Spidey as the city's number one public enemy? 

"Come on, Jonah…." Robertson moaned as he rubbed the pinch of skin between his eyes tiredly, having heard multiple variations of the same allegation that Spidey was out to wreak havoc on the city. 

"It could have been somebody else," Peter ventured as he interjected himself into the conversation, "You know, somebody out to frame Spiderman…"

"The girl that was attacked positively identified the thing that nabbed her boyfriend as Spiderman. She said she recognized the criminal's mask," Jameson exclaimed as he waved his arms frantically in the air, "And police found webbing all over the area where the kid disappeared. How many other people in this city wear a red bug mask and can spray spider webs like that freak can?" 

"You're still on this even after Spiderman saved your life not even a few months ago and stopped those terrorists?" Robbie said as he stared at Jameson incredulously, "I think you have a very short term memory." 

"I just wasn't fooled like the rest of the people in this city. I know when I see a dangerous criminal biding his time to strike when we least expect it! And now he's done it!" the graying editor retorted in total conviction, now shouting as he quickly worked himself into a tizzy, "Six people have been reported being grabbed by him and who knows how many more that we don't know about. We need to do something about this. And since nobody else is doing anything, I'm offering a reward for anyone who brings that wall crawler in to the cops! Ten thousand dollars!" 

Despite close deadlines, the majority of the city room had stopped its activity to listen in on Jameson's speech. But even with a substantial lessening of the city room's usual roar, a steady tapping of keyboards and flutter of papers set the steady background noise of the scene. 

Peter felt his insides tighten. What could this mean? Was there really a look alike swinging around the city kidnapping people right off the street? But why? There were too many questions right now that Peter didn't have an answer to. 

And now with yet another reward out on his alter-ego's head, Peter was going to have to hurry to clear his name before he had half the city out in a full scale search with blood hounds on his trail. 

Turning quickly on his heels, Peter beat a hasty retreat for the elevators as Jameson began loudly shouting details for his plan to capture the city's superhero. As the young man tapped the call button by the side of the elevator impatiently fast despite curious glances by passing Bugle staff, Peter felt the urgent need for Spiderman to take a closer look into the matter before any more innocent people disappeared….

To be continued…

If you like the fic, all I'm asking for is a generous donation of comments and feelings in the form of a review for a particular fanfic writer. Please… the more reviews I get, the bigger incentive I have to come out with another chapter very soon! 

-LAXgirl 


	2. Screams in the Night

Greetings again. School's started and finding time to write has become a tough commodity to come by these days. Senior year! Alright! Got to tell you people, I'm excited except for the fact not even two weeks in and I already know I'm going to fail Functions. Oh well! Who really needs math anyway? Well, enough with my ramblings. Now to the story…

Disclaimer: I don't own Spiderman. I just borrow him to tell the little stories I concoct in the dark recesses of my mind. 

The sun had set several hours ago, dousing the city in a blanket of darkness. But that did little to inhibit Spiderman as he somersaulted and flipped gracefully in the air, bounding across the streets below him that hummed, even from a hundred feet above, of people bustling about; either going to the movies, the theater, returning home from a long day of work, or just walking around for whatever other reason. 

Unconcerned with the oblivious populous that streamed along the sidewalks beneath him as he vaulted over their heads, Spiderman remained focused on his mission. He had spent the last three hours web swinging in systematic circuits of the city that encompassed much of the south west corner of Central Park, Rockefeller Center, Times Square, and Ninth Avenue. 

After recovering from the initial shock of finding out that there was a Spiderman imposter going around the city kidnapping people, Peter had done a little preliminary research into the matter in the Bugle's morgue that covered the past few days. He had found that all the reported disappearances had occurred in a relatively small section of the city. Actually the area was about fifteen square blocks, but in a city as big as New York, it narrowed it down quite a bit for the web swinging superhero. 

Now fully clothed in his red and blue costume, Spiderman swung in a slow but deliberate pace on his patrol, searching for… whatever it was he was looking for. So far, he didn't have much to go on except the kidnapper supposedly looked like him. The best first-eye witness report of the kidnappings had been by the girl that had been attacked in Central Park. And her statement to the police had been doubtful at best. 

She had said the attacker that had snatched her boyfriend had been over ten feet tall and had had eight legs. The last time Spidey had checked, he wasn't more the 5' 8" and had only been endowed with the human usual of four limbs. Meaning there were a few things that weren't adding up… But the thought of the girl's statement having even the tinniest bit of truth in it frightened Spiderman to no end. Was there some kind of monster running around the city?

Gritting his teeth in frustration, Spidey thought, 'You'd think a person…or thing, for that matter, that looks anything like what that girl said would kind of stick out like a sore thumb even in a place like New York…'

Flipping out a line of webbing towards the corner of nearby building he was coming up on, Spiderman let the momentum of his weight at the end of the strand swing him in a huge arch up over the rooftops of the surrounding area. Releasing the line and freefalling like a cannonball through the air, the wall crawler nimbly landed on the parapet of the building on his feet with the grace of a cat. 

Resting himself into a crouch, he let the gentle wind that whistled around his spandex clad body carry the heavy sigh he heaved away into the night. 

"Ok, Spidey, let's do a quick inventory of the situation here. You have some doppelganger going around nabbing people for god only knows what reason. Check…," the web swinging superhero muttered as he ticked off each thing with a gloved finger from his upheld fist.

"Jameson wants your head on a silver platter and despite being even more of a miser then Ebenezer Scrooge, he's offering a ten thousand dollar reward to see you behind bars. Check…,"

'Figures. The first time I'm really worth something, I can't collect…' he thought absentmindedly with a snort. 

"And me, web swinging around the city in some sadistically warped wild goose chase. Check." 

Continuing on with his one sided conversation, Spidey mumbled behind his mask, "The only thing I'm missing now is this mysterious thing so I can stop whatever it's planning, rescue the kidnapped people - assuming their still alive- clear my name, and just in general save the day…"

As if to let the information sink in, Spiderman let the words hang in the air around him like a thick cloud of impossibilities. Giving another sigh, he added in a dejected whisper, "Just another average day in the life of your friendly neighborhood Spiderman…" 

Raising himself to his feet, Spidey was about to jump off the edge and swing away into the twilight to resume his search when a sudden tingle vibrated the base of his skull. Stopping dead in his tracks with his toes already jutting out over the building edge, the wall crawler felt his breath catch in his throat as a bloodcurdling scream cut through the night time air. 

Cold shivers played down Spiderman's spine as he felt the hair on the back of his neck stand on end. That had been no human scream. That had been something else entirely. The only thing Spidey could think of to describe it was like the monster's scream from 'Aliens.' 

"What the hell was _that_?" he exclaimed as the scream echoed through the concrete canyons and faded away into the night, leaving only an eerie silence in its wake. 

Piercing the deafening silence a second later another cry rang through Spiderman's ears. It wasn't the unearthly one from before but one the wall crawler was quite familiar with; the frightened scream of a terrified victim. 

Instincts kicking in, Spiderman leap off the edge and snapped a web line in the direction of the commotion several blocks down the deserted street he was on. Taking only but a few moments to cover the distance between his perch and the place where another victim's scream sounded, Spidey bounded onto the rooftop of a low story, redbrick building. Violent crashes of a struggle taking place echoed up from the other side of the building. 

Sprinting at full speed across the tarred rooftop as he hurtled various air conditioning and heating units that created a miniature obstacle course, the arachnid finally came to a grinding halt at the edge to scan below. During his first few weeks of crime fighting, way back when, the fledging superhero had learned the hard way the importance of scoping out the scene before jumping headlong into a fight. 

Two stories beneath him in a dark dead end alley, the haggard figure of heavily bearded homeless man, bundled in countless layers of clothing, cowered in the trash littered corner of the alley beside an overflowing dumpster and numerous empty cardboard boxes scattered around. Bending over the terrified man stood a shadow covered figure that's hunched back was turned towards its unnoticed observer. 

What Spidey noticed next was nothing short of something straight out of some acid nightmare.

Swiping and cutting the air around the attacker, twin pairs of long jointed appendages slashed in and out of the dim moonlight, reflecting small shafts of light off the shell-like surface of them. 

'Doc Ock…?' Spidey's first heart stopping thoughts were. Could it have been Ock that had been kidnapping people around the city? The person below didn't exactly look like the doctor, whose mechanical arms were more like snakes that slithered and danced around the portly man's body, but how many people could there be in the world that had arms like what he saw? 

But before he could speculate farther on this hypothesis, another frightened scream jolted the wall crawler from his hypnotized daze from staring transfixidly at the arms that gracefully undulated through the air. 

"Help! Please, somebody, help me!" the homeless man cried piteously, pressing himself flat on the wall behind him, his arms held up like a flimsy shield against the looming figure. 

'That's my cue,' Spidey thought as he sprang down into the alley. Simply letting gravity do its job, the masked man aimed himself, feet first, like a torpedo on heat lock at the broad shoulders of the homeless man's attacker. 

Pummeling his heels into the surprisingly shell-hard shoulders of the assailant in attempt to topple him to the ground, Spidey felt his knees lock in a painfully violent jar that vibrated up his whole body. It felt like trying to land on his feet after jumping off some skyscraper, or so the masked man speculated… 

"Ooouuuuuch!" the web swinger whined loudly as he quickly recovered and kicked off in a back flip to cling to the brick wall on the far side of the alley, giving himself room to reevaluate the situation. His opponent looked like he had hardly felt his attack. 

"Dang, Ock! What kind of workout have you been doing? Have you been going to that aerobics class down at the city gym? I didn't think they let you in there unless you were twenty something and wore those cute little leg warmers…Eeewwww really nasty mental picture! I'll have nightmares for weeks now!" the arachnid called out fifteen feet above the slimy alleyway's ground; just enough out of reach if his opponent suddenly wheeled around on him with those arms. 

As Spiderman gave his usual preliminary wisecracks he waited for some amount of feeling to return to his numbed feet. He was starting to become slightly unnerved as 'Dr. Octopus' remained motionless, his back still turned to the superhero. 

This wasn't normal. Usually the good doctor would have went after him by now; spitting mad and all the while threatening to do something along the lines of ripping Spidey's limbs off one by one as he drawed and quartered the wall crawler between his mechanical arms. 

"Ummm Hey, Doc, you feeling a little under the weather or something?" Spiderman called out almost worriedly as he cautiously wall crawled along the greasy brick walls towards the shadowed figure. 

"That's not Doctor Octopus…" came a small, timid voice from somewhere below the masked superhero. It was the homeless man, still curled in the fetal position in the piled garbage of the alley, the whites of his frightened eyes shining clearly through the brown matted hair that framed his dirtied face. 

"Huh?"

"That thing's not human!" the homeless man stated in a slightly louder voice, as if afraid to make a sound but too frightened to actually control the level of his voice. 

Shaking his head in confusion, Spiderman questioned urgently, "Wait. If that's not Ock, then who…"

But the web swinger didn't have time to finish his sentence as a barrage of hollow clicks filled the night. Turning his attention towards the shadow clad attacker, the speechless hero watch wide eyed behind his shimmering bug eyes as it made its first move since he had arrived on the scene. Then, it was as if the mysterious figure suddenly began to unfold itself, since no other phrase seemed to better describe the apparition. 

Spiderman watched in horror as the attacker seemed to magically grow seven more feet as two spindly legs uncurled themselves from beneath its body and straightened like stilts to stand at full height. Another set, jutting out from beneath its broad shoulders and tipped with what looked like a set of three clawed fingers, became visible as the creature swiveled on a narrow, wasp waist, segmenting the body into two distinct parts. 

"What the-" Spidey muttered in awe as the attacker turned to face the speechless wall crawler. This thing wasn't human, whatever it was. Spiderman was defiantly sure of _that _now_._ It almost looked…insect. Almost like a giant spider, only somewhat…human at the same time. 

A low, dangerous hiss startled the web slinger into silence as a rounded head swung around on a thin neck to glare at the intruding superhero. Catching the light from one of the streetlights that cast a shaft of dim electrical glow down the forepart section of the alley, two silvery orbs shimmered in the darkness from the creature's head. 

Spiderman's eyebrows knotted together in surprise at the thing he saw. He actually backed several paces farther up the wall, startled. For a moment he thought he was hallucinating. Before him stood the perfect mirror image of himself in his Spiderman mask; at least from the neck up, direct similarities ended after that. Even the reddish tone of his costume was mimicked behind the large shining bug eyes. 

'This must be the thing that's been kidnapping people,' Spiderman thought in a mixture of revulsion and fear at the monstrous creature in his moment of sudden revelation. What was this thing, he wondered in panic. 

"Hey, buddy. The spider theme's already been taken, although I have to say you pulled it off a _lot_ better then I did!" the young superhero called over to the strange creature, as if trying to regain his composure.

Suddenly, his spider-sense roared to life, screaming to move like his life depended on it; which it probably did considering the intensity it had just shocked him with. Propelling himself from where he hung on the brick wall, Spiderman somersaulted and corkscrewed through the air gracefully just as the rush of some projectile shot past his right thigh midair, mere millimeters from connecting with his body. 

As he finished his leap and landed on his feet near the lip of the alley, Spidey thought in shock, 'I barely missed whatever that was! My spider sense usually warns me sooner. The last thing I need is to start losing my powers now, of all times.' 

Stealing a quick glance over where he had been clinging to the wall only moments before, he saw a large blob of some strange substance was suctioned to the side of the brick work. 

Unable to take time for a closer inspection, Spidey remember with a jolt the homeless man as another frightened cry reached his ears. "Aw, shit! I forgot about the guy," he chided himself as he took off on foot back down the length of the alley. Twenty feet from the spider creature that had seemed to have forgotten about Spiderman and had turned to again confront the helpless man, the web swinger leapt nimbly up onto the left hand side of the alley to gain altitude over his creepy opponent. 

Scuttling quickly across the grimy surface, Spidey was soon overhead of the man curled in a frightened mass beneath him in the corner of the alleyway. The creature was now leaning menacingly over the motionless form, sharp clicks drumming the air. A sharp hiss followed in succession as its clawed pair of arms reached out towards the huddled man. 

Quickly pulling himself horizontal over the ground with his thin booted feet gripped firmly on each of the intersecting walls that formed the corner of the alley, Spiderman fired twin streams of webbing down to snag the vagabond. 

Emitting a surprised yelp as he was forcefully yanked off the ground, the homeless man wailed in even more shock as the ground and sky spun and rotated in a dizzying array as he rocketed through the air wildly. For a moment, up and down, right and left, had no meaning what so ever. Clenching his eyes tightly in fear, the world continued to spin before an abrupt, bone jarring collision forced him to look around in confusion. 

The world had stopped spinning. The dark nighttime sky stretched on overhead until it was pierced by the jagged tops of nearby skyscrapers. Glancing quickly around, he saw he was laying in a tumbled heap on the rooftop of some building. But how…

Standing shakingly on his wobbly feet, the man noticed two long strands of some kind of gossamer, stretchy material snaking their way from his heavy overcoat towards the nearby edge of the building where they then trailed over the side into the alley below. 

Torn between going over to look over the edge or just fleeing as fast as his feet would take him towards the fire escape that stood on the far side of the roof, the man's decision was made for him as a ear splitting, predatory scream cut though the night. "That's it. I'm out of here," he mumbled as he turned on his heels and took off. 

Meanwhile, two stories below the retreating man, Spiderman had become engaged in a classic stare down with the strange creature. 

'This is _really _creepy. No wonder people scream whenever I jump out at them,' he thought as he locked gazes with the unblinking eyes of the monstrous spider creature. Hissing in clear agitation for losing its prey, the creature's round head suddenly separated into pieces as a fanged mouth became apparent behind two snapping mandibles. What had appeared to be smooth surface was in fact the parts of the thing's mouth folded close against its face. 

"Now I've seen it all…" Spidey muttered to himself as he tried to sidle away from the creature. 

Following the wall crawler with it's silvery eyes, the spider creature suddenly howled an ear splitting scream. It's mandibles twitched as they swung almost flat against the sides of the thing's head. Not giving any other warning, the creature sprung like a coil towards Spiderman, it's first two sets of legs outstretched to seize the masked man. 

Seeing it come bearing towards him with the grace of a freight train, Spiderman leapt with all his might away to the side. Howling another scream, the creature saw it's prey escaping. Moving too fast to change directions, it lashed out one of its legs toward the man tumbling through the air. 

Seeing the pointed appendage coming at him out of the corner of his eye, Spidey twisted his body violently in the air to avoid the creature's leg. White flashed in the web swinger's eyes as his right arm exploded in pain. Too disoriented from pain and confusion of the sudden attack, Spiderman barely managed to land in a roll as he collided with the ground. 

Blinking in disorientation, Spidey found himself laying in a heap in the alley. Clamping his hand over his throbbing upper arm, Spidey could make out blood streaming in small rivers down the length of his limb to his wrist. The creature's leg had torn a deep slash in his arm.

'What the hell?! Why didn't my spider-sense kick in? I think having a thousand pound monster coming at you would constitute a warning,' the dazed man thought in utter confusion. Spiderman suddenly realized how much he relied on his sixth sense. He almost felt blind without it. 'I just hope I'm wrong about not having it. If not, then I'm in deep trouble…' 

Pulling himself to his feet shakingly, Spidey bit back the pain that pulsated under his tight grip. In those few moments Spiderman had needed to pull himself together, the creature had recovered also, swinging around to again confront the superhero. 

Snarling the creature suddenly reared back on its back two legs to full height, towering like a giant over the wounded wall crawler. "Where's a can of Raid when I need it?" he wondered in fright. 

Moving at the speed of thought, the creature swung out one of its many limbs at Spiderman. With no tingle from the base of his head, Spidey barely had time to instinctively whip his good arm from his wounded shoulder and snap his wrists back to spray a thick strand of webbing at the speeding leg that hurtled towards him. 

He didn't know why he had shot webbing at the thing instead of actually moving to seek cover. Maybe is was because he was still in shock at finding that his spider-sense may be forever gone. But whatever the case, he highly doubted what the seemingly tiny strand of webbing could do against the monstrous creature. 

Halting dead in its tracks, the creature slowly cocked its head inquisitively at the line of web that hung down from its leg. Training it's bulging eyes back on the surprised superhero, it seemed to be reevaluating its opponent as it sang a series of soft clicks. 

Startled by the creature's actions, Spidey stood transfixed as he watched it curiously. It was like it was actually reasoning and thinking. 'What is this thing?' he again wondered for probably the millionth time since seeing it. 

Suddenly, the creature's mouth parted and another scream pierced the night. Swiveling in fluid grace on it's narrow waist, the creature whipped its webbed appendage backwards. Feeling the web line that was still gripped tightly in his fist snap taunt, Spiderman suddenly realized he had made a huge mistake. 

Before he could release his hold on it, his thread of webbing cracked like a whip as it pulled him right off his feet and sent him flying through the air. Crashing against the metal side of the full dumpster that sat against the wall on the opposite side of the alley, Spiderman could almost feel his bones bending against the impact. A rain of garbage bags and other refuse showered down around the arachnid as he landed in a broken heap beside the now heavily dented dumpster. 

Black spots dotted his vision as he felt the ground beneath him shake. Trying to focus his dimming senses on what was happening, Spiderman saw the spider-creature slowly stalking towards him on all eight of its slender limbs. 

"Oh no…" the wall crawler murmured. As he tried to pull himself up to fight off the thing, Spiderman saw a dark shadow cast itself over him. Looking up, the unblinking eyes of the creature gleamed down at him. 

Not allowing any more time for Spiderman to talk, the creature snagged the superhero's tight spandex costume on the end of its clawed arms and easily lifted the man several feet off the ground and stared into the masked man's face. 

Stifling a low whimper of pain as he felt the creature's claws slowly tearing into the skin beneath his costume, Spiderman suddenly knew what it felt like to be a helpless animal caught in a predator's grip. His whole body throbbed painfully; he could feel unconsciousness gnawing at the edges of his mind. 

Weakly kicking his legs throught the thin air beneath him, Spiderman gritted his teeth as he felt the claws sink deeper into his shoulders, his weight pulling against the creature's grip. Lowering its head eyelevel with Spidey, the creature emitted another low hiss as it came within a foot of the man's masked face. Wincing away from the snapping mandibles, the sense of self preservation kicked in as Spiderman lashed a booted foot out to strike the side of one of the arms that held him like a rag doll in the air. 

Screaming in surprise, the creature's claws retracted from the ripped holes of skin of Spiderman's shoulders, dropping the superhero in a heap at its spidery legs. He could feel blood seeping along his arm and shoulders from the claw wounds inflicted by the spider creature. Laying in shock from the fall, Spidey felt the creature bending over him, its mandibles snapping menacingly. 

Too dazed at the moment to defend himself, Spiderman lay helpless, his eyes tightly shut. As a sticky warm hiss of the creature hit his body, Spidey suddenly felt a small tingle from the back of his head, alerting him to nearby but not immediate danger. 

'Oh, so _now _you decide to kick in, huh?' he questioned harshly. 

Sliding an eyelid up, he focused his vision to try to find the source of the warning. But Spiderman was surprised to find the alleyway suddenly empty. Nothing in sight; only strewn garbage and cardboard boxes. 

"Ok…unless that thing escaped from David Copperfield's show, it think I'm dealing with a ghost," Spiderman muttered as he hoisted his battered and heavily bleeding body up to sit in a slouch. 

In the distance, the low hum of a helicopter reached the arachnid's ears. Gazing upwards to the dark square of sky above, Spiderman was momentarily blinded as the thundering blades and body of a black helicopter swung overhead and turned on a huge spotlight that poured down into the small alley. Shielding his face, Spiderman struggled to stand on his feet. 

Blinking back the flash that momentarily filled his vision, the sounds of ropes being deployed from the side of the helicopter hissed in his ears as a series of controlled thuds echoed off the wall of the alley from around him. 

Recovering his sight, Spiderman was startled to find himself surrounded on all sides by heavily geared members of what looked to be some kind of supped up SWAT team. Only the mysterious soldiers had no official identification stenciled onto any part of their totally black gear. All their faces were hidden behind thick helmets from which a tiny antenni sprouted on the side of each. Spidey's sixth sense hummed warily through his brain. 

"Who are you people? Hopefully not the latest model of super villains" Spidey called out loudly over the surprising subdued hum of the hovering helicopter's spinning blades two stories up 

"Spiderman?" came a surprised female voice as one of the geared people took a step closer to him, a huge assault gun mounted with a laser tracker trained straight at the arachnid's heart. "Where's the creature?" she suddenly demanded in a cold tone after a moment of hesitation. 

Taken aback by this question and the fact that half a dozen heavily armed men had him surrounded in a tight area with high powered guns aimed directly at him, the wall crawler questioned warily, "How do you know about that thing?" 

A moment of silence ensued before the woman suddenly lowered her weapon and signaled for the others to do so also. Reaching up, she slowly peeled back the visor of her helmet revealing the façade of a blond haired girl. Staring at the masked man with hardened blue eyes, the girl answered quietly, "We're the ones who created it. And we need you help capturing it." 

Narrowing his eyes suspiciously, Spiderman questioned, "Why do you need my help?"

Taking in a deep breath, the woman replied, "Because it's part of you…" 

Hey there. Want more chapters? Review to tell me and keep me on track! Go on. I know you want to press that button in the lower left hand corner. You want to press the button. You _need _the press the button. Don't resist your urges… 


	3. Lost Blood

So you're back for another chapter, huh? That's good. I like it when people read my stuff. OK, ready for the story? Here you go. Enjoy…

Disclaimer: I don't own Spiderman but I do have a certain Spidey doll I won over the summer at the beach…I guess that should count for something…

Spiderman stood frozen in place as the blades of the helicopter beat in a stealth-quiet hum, its brilliant spotlight still trained directly down into the alley onto the cornered superhero. The Kevlar geared assault team had lowered their weapons from their eyes from sighting down the scope, but the deadly cross hairs of the guns were still aimed in his general direction from their chests, their fingers hovering just above the trigger. 

Staring in disbelief at the female soldier that had spoken to him, Spiderman demanded loudly, stunned by her words, "What do you mean it's part of me? How could that _thing _be part of me?!" 

Spiderman heard the sharp cocking of guns all around him as the level of his voice took on a slightly hostile tone in his excitement. Checking himself for his unnatural outburst, Spidey felt his spider-sense tingle to life as half a dozen red dots swung about to aim directly at his chest and back, the soldiers around him training their laser scopes for a quick take down. 

"Whoa! Whoa, you guys! Calm down!" Spiderman hastily called out, his hands held up before his chest in a sign of surrender. "I'm one of the good guys!" he added as a reinforcing afterthought. 

He could almost feel the tension in the small alleyway raising as the soldiers stood motionless, their guns unwavering. The hovering helicopter's soft thumping of the air made the only sound in the still silence. 'I'm in so much trouble,' Spidey thought apprehensively. 

He was cornered in a narrow space and wounded to top it off. He could feel the muscles in his shoulders and arm cramping in pain as blood continued to seep through the claw wounds inflicted by the creature. If he tried making a break for it, he would probably be shot down before he could even snap off a web line or climb five feet off the ground. 

"Stand down!" suddenly came an order, carrying the force of undisputed authority. 

Spiderman sighed deeply in relief as the soldiers slowly dropped their weapons to their sides. Turning towards where the order had been shouted, the wall crawler recognized the woman that had spoken to him before. 

"Thanks…I guess," he mumbled cautiously to her. He still didn't know who these people were or why they had suddenly attacked him or, more importantly, how they knew about the spider monster. 

"Did you see where the creature went?" the woman asked in a demanding tone as she stepped closer to the masked man inside the ring of armed men, "We need to know incase there's still a chance to track it down." 

"No," he answered truthfully, "It disappeared so fast, I didn't even realize it was gone until I heard you guys coming." In answering, Spidey suddenly realized his spider-sense had kicked in just before the creature had made its get away and the mysterious soldiers had appeared; meaning he wasn't losing his powers. But why hadn't his sixth sense reacted when he had been fighting the monster and rather to the assault team? 

He had no time to ponder the question further before the female soldier frowned in clear disapproval, saying with a sigh, "Dammit. We almost had it tonight." Her agitation seemed to be shared with the other heavily geared men by their sagging body language. 

"Who are you people?" Spidey again asked in confusion, "And why do you think that thing's part of me?" 

Glancing around the alley, sizing up the area in careful scrutiny, the woman stated, "It's too long to explain here. We don't want anybody seeing us. You'll have to come with us." Turning to her troops, she called out, "Team Beta return to base. Team Alpha will stay and escort Spiderman and I back to the lab. And I want a sample of that," she ordered as she pointed in the direction of the white glob of material that was still suctioned to the brick wall and had been spat at Spidey by the creature minutes earlier. 

In immediate military fashion, the group of six armed men quickly divided in half; one half leaving the alley in a swift single line, the other three unmoved from their positions around Spiderman. One of the remaining soldiers broke away from the group and began carefully scooping the sticky goo into an empty capped tube which he produced from within his protective vest. 

Taken aback by the rapid flow of action streaming around him, the wall crawling superhero felt the sudden feeling of inferiority. Whoever these people were, they were good. And they had already managed, in less then five minutes, to make the seasoned crime fighter feel like an amateur. 

The female soldier, seemingly satisfied with her teams' efficiency, said into a small microphone attached onto the side of her dark helmet which she pulled towards her mouth, "Ground Team to Air Team Gamma, we're ready for pick up."

Above their heads, the helicopter that had been silently hovering swung lower over the alleyway. As the web swinger looked up, the huge spotlight was suddenly extinguished, letting the darkness again swallow the alley in its jaws. Blinded, Spidey hurriedly blinked back the white shadows that spotted his vision and let his eyes adjust to the night's twilight. 

From above, several leg harnesses descended quickly from the side of the copter to dangle in waiting for the guards and Spiderman. Flicking the microphone away from her lips, she then turned to Spiderman as though he was finally worth her attention, "Ready to go?"

"Hey, wait a minute here! I'm not going anywhere with you until I have some answers. Who are you people? Where's this lab you want to take me to?" the young superhero cried in exasperation and frustration, waving his good arm in a wide arch before his body towards the remaining soldiers even as he kept his throbbing forearm tucked protectively against his body. 

"I told you there's no time right now," the woman answered curtly, becoming slightly annoyed by the web swinger's reactions, "You'll have to trust me. I promise we'll tell you everything, but we need to get out of here before the police or anyone else discovers us." 

Looking around at the heavily armed guards surrounding him, Spidey realized he really had no choice but to cooperate with them. If he wanted any explanations as to what was going on, he was going to have to play along. 

"Fine," he finally sighed, "But before I go anywhere I want to at least know your name."

Surprised by Spiderman's request, the female team leader stated after a pause, "Audrey. Commander Audrey Lee."

"My name's Spiderman. Nice to meet you," the web swinger said playfully in attempt to break through the icy exterior of his armed guard. Met with only a glare of even more annoyance by the team leader, Spiderman slowly realized his new acquaintance was not easily won over. "You must be the hit of all the parties, I'm sure," he quipped despite another nasty look. 

Turning her back on the costumed crime fighter, Audrey seized one of the dangling harnesses and aggressively swung it towards Spidey. "Hurry up and put this on," she stated coldly as the wall crawler gingerly accepted the harness from her. 

Stepping back a pace, she swept her eyes critically from head to toe of the brightly garbed, bleeding man holding the helicopter harness confusedly in his hand. "We better get those wounds of yours patched up before we get there. I don't want you bleeding everywhere."

"Thanks for your show of concern…" Spiderman muttered as he clumsily mimicked the other guards around him as they slipped their legs deftly through the straps of their harnesses. Working with only one good arm kind of crimps ones motor skills. 

Pulling the last of the straps securely in place, he was quickly reeled off the ground into the hovering helicopter. Spiderman cringed at the thought of what he would soon learn at 'the lab.' He didn't know if he really wanted to know what Audrey had meant when she had said that the creature he had just fought was part of him…

********

Spiderman's boots squeaked loudly with every footstep as he followed Audrey through a vast maze of white washed hallways. He had no idea of where he was, except that he was somewhere outside of the main hub of the city. After climbing into the awaiting helicopter, the young crime fighter had found that there were no window inside the main body of the copter, cutting him off from the outside world. Even the cockpit and pilot had been closed off from his view by a thick partition of metal. 

The journey had taken less than twenty minutes as they flew swiftly over the city. But Spiderman couldn't begin to estimate how far away he was from Manhattan. The minute he had stepped aboard the copter, he felt like a pair of blinders had been shoved over his eyes. 

None of the remaining masked guards had spoken even a word as they sat motionless in the rear of the vehicle, their heavy guns laid across their laps, ready for immediate use if the situation called for it. Each had stared through the dark visors of their concealing helmets, silently watching their guest's every move. Even though his help had been asked by these mysterious people, Spiderman felt like he was their prisoner. 

Despite the intense atmosphere enveloping him, Spiderman had felt no tingle from his spider-sense, slightly soothing his well founded uneasiness even as he had noticed one of the soldier's finger gently poised over the trigger of his gun aimed in the web swingers general direction. 

Audrey had kept her word, and had personally bandaged his wounded shoulders and arm with a well equipped medical kit stored in the helicopter. Besides a few inconsequential exchanges while she had patched the young superhero up, the woman had given Spidey no more information about where he was going or who exactly had him securely in their control; only that everything would be explained later. 

Now flanked on both sides by his armed escorts, Spiderman silently padded closely behind Audrey as she stalked gracefully down the vacant hallways they walked through. Even with her cold façade, the blond leader seemed to be the only one not out to immediately blast him to pieces. 

Pulling his gaze back unsuccessfully from searching for any clues as to his whereabouts in the faceless corridor, Spiderman called in a hushed voice against the steady tromping around him, "So…Audrey, are you ever going to tell me where we are? I think I've been pretty patient so far. How about a few answers?"

Swiveling her head to look over her shoulder, Audrey responded, "You're not going to have to wait much longer. We're here." Stopping in front of one of the doors that dotted the sides of the colorless hallway, she pressed a series of buttons in form of a code into a small keypad on the wall beside the white door. 

As the door slid aside to admit the group, Spiderman stared in awe. Around him in the vast white washed room that lay before him, was the largest accumulation of scientific equipment the studying college scientist had ever seen. Particle accelerators, atom slicers, and a top of the line electron microscope were only some of things he recognized off the top of his head. Much of the other mechanical devices looked like something straight of some sci-fi movie. 

"Wow…" he muttered enthusiastically, wide eyed as he looked around like a kid in a candy store. Spidey, forgetting his armed escorts exclaimed, "This has to be the best equipped lab I've ever seen!" 

"Glad you like it," came a voice from off to his side. 

Spinning around in surprise, Spiderman saw a portly man striding towards him from across the wide expanse of tiled floor. Donned in a white lab coat that proclaimed his profession, the man whipped a pair of glasses from his coat's pocket and pushed them up onto his pudgy nose. 

"Good evening, Commander Lee," he said with a tight smile to Audrey as he came to a stop beside the group, "I'm surprised to see that you've brought a guest." nodding his head towards the superhero. After a lengthy caesura, he gave Spiderman a glance out of the side of his coke bottle glasses with his calculating eyes and asked in a more serious tone, "We're you able to recapture the creature?" 

"No," she answered with a deep frown and shake of the head, "We had picked it up on our sensors only a few minutes before arriving on the scene. It had managed to escape"-here she cast a nasty glare towards the by-standing wall crawler- "before we got there. We found Spiderman there, injured. Because of the situation, I thought it would be a good idea to bring him here." 

Nodding in understanding, the sandy haired scientist sighed, "You did the right thing, Commander. Did you explain anything to him?" 

"No. I thought I'd leave that to you," the young woman stated as she pulled her heavy black helmet from her head and ran a hand through her flattened dishwater blond hair. 

As she combed her fingers through her shoulder length hair like a brush, Spidey realized Audrey was probably not much older then he was. He also realized, the female guard looked much more attractive now that her helmet had been taken off. She reminded him a lot of Mary Jane with her simple girl-next-door looks yet very beautiful all the same. Her body was the next thing he noticed. Even beneath several thick layers of SWAT gear, Audrey looked like she possessed a thin, gymnast like body; muscular but not obnoxiously so. 

"Good. Good," the scientist responded with a small nod again, pushing his glasses further up his nose. Glancing at the three guards that still stood at attention around the web swinger, he said, "You can leave. But will you stay, Commander? I'm sure Spiderman will need your assistance if he agrees to help us later." 

Nodding in affirmation, Audrey and the man waited patiently until the remaining armed men left the room, the door sliding silently close behind them. 

Turning to Spiderman who looked as uncomfortable as a fish out of water in the strange lab while they had talked about him as if he were not there, the scientist said, "I'm sorry for all this. I'm sure all this has been very unnerving for you."

"You can say that again," Spidey exclaimed, shifting his weight uneasily between each foot. 

"Well, I'm sorry again for this, but I'm sure you understand the need for security," he apologized sympathetically, "My name is Doctor Ed Jordon. I'm the head scientist here." In saying so, the man extended his right hand in the form of a friendly handshake which the wall crawler took and returned warily. 

"So are you finally going to tell me what the heck's going on around here? In the past hour I've fought some strange monster that looks like me, been kidnapped by a bunch of secret service members, and been taken to some weird lab," Spidey recounted. 

"First of all, the ones that brought you here are hired mercenaries, not part of the secret service," Jordon corrected, "Second of all, that 'monster' you fought is a genetically engineered human-arachnid hybrid." 

"Oh, well that just clears up everything!" the web swinger stated in full blown sarcasm as he waved his hands in the air for more effect. 

Nonplussed by his guest's frustration, Jordon continued, "You're currently in the research lab of Omni-Troy. We are a privately owned lab that specializes in the research and development of cures for diseases and we work in the research of genetics and gene therapy treatment for certain medical ailments."

"OK, so how does this spider-thing fit in with you guys?" Spiderman questioned, "Are you working on some kind of mutant research?" 

"No. But I'm getting to all that," Jordon stated patiently as he motioned Audrey and Spidey to follow him deeper into the cavernous lab. Working his way towards the back of the lab, the group came upon a large, circular area which lay behind thick panes of glass in the very center of the room. In a way, it looked like some kind of high tech containment area that spanned from the floor all the way to the ceiling twenty feet above. 

"What's that?" the wall crawler asked curiously as he walked up to it and peered inside over the waist high, steel lined bottom. Emptiness met the young superhero as he slowly walked the perimeter of the circular chamber that was at least twenty feet in diameter. 

As he finished his circuit, Spidey came across a section the glass wall with a gaping hole smashed into the side. The hole was at least a normal human being's height and just as wide. There were no shards of glass on the ground or anywhere nearby, meaning the damage had happened some time before, allowing time for clean up. 

Coming to a halt beside the missing section of glass, Spidey ran a gloved finger along the edge of the jagged break. The edge was at an angle inclining inward, attesting that it had been smashed from the inside out. 

"That would be the holding chamber for experiment 427," Jordon responded as Spidey cast him an expecting glance for an explanation. 

"And what exactly is experiment 427?" the wall crawler questioned further. 

There was a pause as Jordon and Audrey exchanged a secretive glance. "Ummm That's where you come into the picture…." the scientist answered finally in hesitation. Spiderman felt his stomach drop at this. It seemed he was going to finally get the answers he'd been searching for. But was he ready for it?

Walking over to a nearby computer chair stationed beside a desk piled high with meticulously stacked papers, Jordon started slowly as he flopped into it, "I'm sure you remember two months ago when you were shot by that assassin…"

"Yeah…That's kind of stuck in my memory," Spiderman affirmed, suspiciously. What did his having been shot have anything to do with a twelve foot spider monster running amuck? 

"I'm sure. Anyway, after hearing about your unfortunate situation, one of our lab technicians was sent to retrieve a blood sample from the scene of the shooting. I don't know if you're aware of this but from what the technician said, you had to of lost over three liters of blood. By that fact alone, you shouldn't have survived to be here talking with us now…"

Pulling himself back on track, the scientist continued on, "At the time, we wanted to research the blood sample to uncover the secrets of your…unique powers and amazing strength. After hearing how you had stopped the terrorists shortly after being critically wounded, we realized you must have an amazing recovery and healing rate."

"After preliminary analysis, we discovered there was an almost unlimited supply of genetic material in the sample that could be used in finding cures for medical problems for some bone deficiency diseases, certain forms of cancer, and almost anything else you can think of."

"Hey, now don't get too carried away or all this may go to my head," Spiderman called out with a forced chuckle, half embarrassed by the man's statements of his amazing healing abilities. 

Ignoring the comment, Jordon continued, "We took the remaining sample of DNA and attempted to cultivate it. Unfortunately, the sample was degenerative by that time and we had to synthesis several complete strands of pure human and spider genetic material into it to fill in the gapes of the DNA sequence. In doing so, we created a kind of human-arachnid hybrid."

"Whoa! Wait a minute! You're telling me you tried to clone me?" the web swinger cried, surprised and appalled by what was being told to him. A streak of anger shot through Spiderman at the thought of his own blood having been taken without his consent and then cloned. How dare they do that. But as much as he wanted to just let himself become overtaken by his rage and feeling of violation, he knew getting angry would not help the situation at all. 

"In a way," the scientist answered almost proudly of what he had accomplished, oblivious to his guest's feelings, "The very first attempt at cultivating the hybrid proved successful, which was a complete surprise. Most of the time, it take hundreds of tries before the zygote survives past the first few stages of cell divisions."

"Only the result was something we had never expected. I assume you met your significant other earlier tonight… We were able to study it for several weeks before it managed to escape from it's containment chamber five days ago. After the creature escaped, the Omni-Troy labs hired Commander Lee and her team to retrieve it. It's extremely strong and agile and we haven't been able to recapture it even with this highly equipped mercenary team on it's trail."

As Jordon finished his last sentence, Spiderman suddenly felt overwhelmingly sick to his stomach. Leaning back against the cold glass that remained as the walls of the cell, the sickened superhero had to take several deep breaths to compose himself and fully process the information just told to him. The thought of a hybrid clone of himself stalking the city and kidnapping innocent people was almost too much for the young wall crawler to comprehend. 

Breaking through Spiderman's shocked state, Audrey finally spoke since Dr. Jordon had taken over the conversation, "You've seen how fast that creature can move, Spiderman. We need your help. We've had no luck even catching up with it until tonight. It may have gotten away, but you managed to hold it off for a time. We detected the whole fight on our sensors in the copter. We have to recapture the thing soon, or it may be too late. You may be the only one that can help us, since it was grown from your own DNA." 

Pushing himself out of his chair in a heaving roll, Jordon added, "Please, Spiderman. We need your help. We need to hurry and recapture it before it's too late." 

"Too late for what?" Spiderman asked almost afraid of what could be the answer. 

Again, the portly scientist and soldier exchanged glances. Sighing, Jordon spoke up, "Before the creature escaped, we had reason to believe that it was about to reproduce- asexually that is. I believe that the kidnappings that have been occurring around the city are because the creature is preparing to feed its young. I'm not sure in what manner it will spawn, but it will probably lay somewhere between 100 to 200 eggs since it seems to have physically inherited its more arachnid traits." 

"We estimate that the eggs could be laid within a day or two by the intensity the creature has been hunting. But it's also possible that it may have already laid them. It's uncertain how soon they may actually hatch because of the incomplete research of the hybrid, but if we don't want hundreds of these things overrunning the city, we have to act fast" Jordon finished with a sorry shake of his downcast head. Looking up into the shiny eyepieces of Spiderman's mask, he asked pleadingly, "Will you help us?" 

The masked man stood there motionless as the other two stared expectantly at him, waiting hopefully for his answer. Part of him wanted to just walk away and leave them to clean up their own mess. Let poetic justice be his revenge. But he knew he couldn't. Taking a deep breath, the wall crawler said slowly, "If what you're saying is true, then it's almost my responsibility to find it. It was made from my DNA, so I have to help stop it."

"Then we're going to have to hurry," Audrey agreed, "We'll have to work together if we want to capture it in time." 

"What's your best estimate on how long we have, Doc?" Spidey asked the scientist as he turned to look out into the empty glass tube that had housed the creature. He inwardly cringed at the thought of hundreds of spider-monsters like what he had just seen that night swarming the city, killing and eating innocent people unfortunate enough to be caught in their grasp. 

"From the last batch of data taken from the creature before it escaped, I would say two days at the most."

"Then we have our work cut out for us…" Spiderman muttered quietly to himself. 

To Be Continued….

Come on, I hate having to beg for reviews. So humor me and tell me what you think. Please? Oh, and before I forget, thanks to all yinz that have reviewed so far! Next chapter should be soon…hopefully. 

-LAXgirl


	4. Down the Rabbit Hole

Oh, you guys are sharp. And because of that, I have to come up with some clever explanations for some inconsistencies to make all you people think I did them purposely. Ha ha…just joking. Ok, here goes…

1. The whole costume look alike clone confusion was kind of my fault for not having a better description of what I was really thinking of. Since I pictured the creature with bug-like, compound eyes, I made a similarity to Spidey's mask, not that I was actually implying the thing has that nifty little black wed design on his face…And I don't know, red and black seems like a cool combination for it's skin, right? Anyone? Hello…? 

2. The spider-sense malfunction was on purpose. It's explained in this chapter but will also become more incorporated into future chapters. 

3. I couldn't resist and had to incorporate a snippit of dialogue taken from Adam-Troy Castro's novel: "Revenge of the Sinister Six" If you haven't read it, I _highly _suggest it! Best Spidey novel out there, seriously!

Anyway, that's it for now. Hope you enjoy!

Disclaimer: I have no legal standings to lay claim to any of the Spiderman characters, but those that I have created from my own twisted mind are mine all mine! 

As the sun set behind the towering structures of concrete and steel, the night's darkness slowly fell over the thriving city of New York. Anticipating the coming night, the streetlights gradually warmed the cold concrete canyons with the soft, florescent glow of lights, filling the streets with the hazy halo of electricity as they flickered on in the dimming sunset. 

Tinkering silently atop one of the large air-conditioning fans that crowned the building he sat on, Spiderman was lost in thought as he stared into the distance without acknowledging what he actually saw. An endless train of thoughts thundered through his brain as he tried in vain to put his emotions into place. 

Nothing could exactly put into words how Spidey felt. A huge storm cloud of feelings swirled inside him, making him feel like every possible human emotion he had ever felt had been thrown into a blender and put on frappe. He felt angry, guilty, fearful, tired, sad, alone, used, violated, and…just empty all at the same time. His whole body sagged under what could only be blamed on emotional exhaustion. 

It had been twenty four hours since he had first been taken to the research labs of Omni-Troy by the mysterious mercenary team and discovered that the monster responsible for the kidnappings around the city was really a genetically altered clone of himself; the result of a misguided experiment meant in the best of intentions to better man kind, but in the end had endangered it. 

There was little more the young superhero or Audrey and her team could have done that evening since the creature had escaped back into the night, leaving no tracks in its wake. After agreeing to meet again at the sight where the creature had escaped the previous night and begin their search for it, Audrey had ordered one of her soldiers to take the wed swinger back into the city via helicopter. 

The superhero had slept little the rest of that night as each time he began to drift off, another horrible nightmare of his spidery clone would jolt him awake, sweating and shaking in fear. By morning, he had been too exhausted to torment himself further with trying to find escape in unconsciousness. The rest of that day he had barely managed to trudge through his daily routine as photographer and fulltime college student, Peter Parker, looking like nothing more then a walking zombie lost in his own world. 

Perhaps his only true lifeline to sanity, Mary Jane Watson, was not even there. She had left several days before for the photo shoot of some popular fashion magazine in Florida and was not expected to return for another week or so.

Peter had not, even in his desperate and lost state, risked a phone call to her. What would she have said? What _could _she have said to console the poor boy? How could she relate to what had happened to him? 

Maybe all Peter really needed was to just to talk to someone. But with MJ gone, there was no one he could turn to. It was just one of the many down sides that seemed to constantly turn up along the long and hard road of fighting crime with a secret identity….For the first time in his life, he truly felt alone.

But whatever the case, Spiderman sat motionless above the low, two storied building, looking forlornly into the distance. It was too late to look for comfort now. Right now, he needed to worry about finding the creature whose genetic makeup was also part of his. Possibly thousands of lives rested once again on his shoulders if he was unable to stop the monster and it's offspring that threatened to overrun the city. 

Suddenly, a small tingle at the base of the wall crawler's skull vibrated, snapping him out of his stupor. It wasn't a warning of danger, but one of pre-acknowledgment of a coming presence. Lifting his crimson mask skyward, Spidey could make out the spinning blades and streamline body of the stealth helicopter of Audrey's mercenary team. 

Righting himself straight from the boxy air conditioning unit with a groan as the muscles in his legs stretched and stung in protest of crouching too long in one position, Spiderman slowly walked to the center of the wide rooftop as the copter landed almost silently. 

Nearing the side of the body of the machine, the young superhero stopped near the edge of the spinning blades. As the black, unmarked helicopter settled onto its landing skis, the side door opened to reveal Audrey and her black suited teammates seated inside. 

Nodding Spiderman an acknowledgement, the young woman alighted from the side of the copter and ducked low as she sprinted beneath the rotating blades. Coming up beside the web swinger, she said, "My team is ready to move out. We have six teams of decoys stationed around the area to lore the creature out into the open. Are you ready?" 

"Uh…Yeah, I'm ready," Spiderman replied after a moment of hesitation. He didn't really know if he was ready to face the monstrous thing again. He wanted more than anything to stop the thing before it breed and overran the city and kidnap more innocent people, but over the course of the day he had begun to question his ability to stop the creature. He had already let the thing escape; allowing it the freedom to do whatever it wanted, and he felt guilty and responsible for it. 

Catching the subdued tone of the wall crawler, Audrey looked thoughtfully into Spiderman's white eyepieces. "You feel responsible for all this, don't you?" she questioned in a momentarily softened voice of veiled concern that suddenly sprang up from beneath her rough exterior. 

Adverting his head to stare off towards the glowing skyscraper horizon that glowed against the night sky backdrop, Spiderman said nothing as the commander reverted back to her usual tone and said, "I don't know you, bug-boy, but you strike me as one of those people that take the whole world on their shoulders- one of those honest to God hero types. And no matter what you think, you're not responsible for this mess."

"I even have some misgivings about Dr. Jordon and his research, and I feel you've been done wrong. I can't say what those scientists did was justified even if they were trying to find some miracle medical cure in your blood, but they had no right to do what they did and then turn around and expect you to help them. But if we're going to capture this thing, then you're going to have to snap out of this little depression you're in."

Spidey slowly trained his eyes back to look into Commander Lee's pale blue eyes beneath her heavy black helmet curiously. Something about the no nonsense, military pep-talk she was giving him was beginning to break through the thick cloud of uncertainty and depression that consumed his psyche, striking inside him the need to listen to her. 

"I can't exactly say I know what you're going through, but I can't afford to work with you if you're going to be like this. If you stay like this and not focused on the mission, then you're a danger to me and my team. And I won't put any of my men in any unnecessary danger. You may be the only one that can keep up with the creature, and that's why I need you. So decide right here and now; are you ready to end your little pity party and help us?" she demanded harshly, staring straight into the Spidey's face, making him feel suddenly naked under her unrelenting gaze even with his face covered by his scarlet mask. 

Spidey stood quietly as he let the woman's words sink in. She was right. He was not going to be of any help to anyone if he stayed in the dark mood he was in. And while he remained in his depressed and angry state, the creature was still stalking the city, hunting innocent people. 

Sucking in a deep, steadying breath, Spiderman replied in a renewed voice of purpose, "You're right. We need to hurry and find this thing. We're wasting time here." In saying those words, it felt like the dark clouds amassing around him were suddenly breaking, allowing Spidey to see the situation in a completely different light. 

Giving the masked man a small smirk of victory from the corner of her mouth, Audrey stated, "Good. Take this." Reaching out a gloved hand, Spidey received the small object the woman dropped into his palm. 

"What's this?" 

"It's a communication device. Fit it into your ear and we'll be able to pick up your signal anywhere in a fifteen mile radius. It's touch activated and also has a tracking device installed inside of it," she explained as she pointed vaguely to her right ear that lay under her thick helmet, "Understand?"

"Sounds easy enough," Spiderman shrugged as he gingerly fingered the curved black device, "Hmm…Black. Nice. Very slimming. But you guys should really think about adding some more color into your wardrobes. Maybe some nice shades of gray, nothing too radical to start off with…"

Shooting the web swinger an annoyed look, Audrey turned quick on her heels and ducked back towards the awaiting helicopter while shouting over her shoulder as she retreated, "Keep in touch. Check in at least every ten minutes. Team Delta and I will be patrolling from the air. The six ground teams will be checking in too, so keep an ear out for their reports and positions. I want you to patrol the south end of the containment zone. Understand?" 

"Yessir- I mean ma'am!" Spidey called as he snapped to attention and shot off a salute mockingly. As the copter lifted almost silently from the rooftop, the wall crawler swore he saw the commander give him a true to life snarl before she slammed the door behind her. 

Sprinting to the edge of the roof, the web swinger looked out over the darkening city before him. He knew somewhere out there in that maze of streets and alleys, his genetically altered clone was probably preparing for the hunt. 

Kicking off the decorative masonry around the edge of the roof, Spiderman shot off a web line and disappeared into the night. The hunt had started; only now it was the spider creature that was the prey… 

************ 

"Spiderman, do you copy? Over," came a buzz from within the superhero's ear beneath his scarlet mask. It was Commander Audrey Lee's voice over the small radio link ear piece Spiderman had been given to keep in touch with the mercenary team as they spread their search for the creature over the city. 

"Nothing that's copyrighted. Over," he quipped as he snagged the tip of a jutting flagpole from the side of a building that hung over the sidewalk twenty stories below and swung past. It had been the same for at least the past hour or more. And Spidey had covered his assigned area at least three times in that hour.

"Very funny, wall crawler. Have you picked up any signs of the creature? Over," she snorted in annoyance. 

"Nope. Nothing in the south sector. Over," he responded as he allowed himself to freefall for a moment in order to touch his earpiece to send his transmission before hastily recovered and let a strand of webbing fly towards a nearby building ledge to stop his rapid descent and swing onward. 

"Double back and go over the area again. Over," Audrey ordered sharply before calling out over her radio to the ground teams that had been stationed throughout the city, "Team Alpha report. Over."

"Team Alpha. Nothing yet. No sign of the target. Over," came the reply over Spiderman's ear piece. 

'Looks like everybody's having the same luck I am,' the wall crawler thought with a frown. Deciding to start back and retrace his patrol, Spiderman leapt to the ledge of a nearby office building. 

As he prepared to crawl up the face of the structure to cut across the roof to the other side of the block, a sudden warning screamed through his radio link, the faint background murmur gunfire sounding in the near distance of the soldier on the line, "Team Gamma to Team Delta! Creature sighted! Repeat target sighted! Immediate backup needed! It's attacking---" Then the transmission ended abruptly, leaving only an eerie silence in it's wake. 

Spiderman stopped dead in his tracks as he waited for another transmission for what felt like eternity, but none came. Fearing the worse, the masked man shot a hand to his right ear to tap his earpiece as he shouted urgently, "Audrey! Spiderman here. What happened? Over."

"Spiderman, you're the closest of any of the other teams to Team Gamma. Go towards 50th street and Ninth Avenue. The creature may still be there. Try to stall it until backup can get there. Over," was her responding order. 

"I'm on it," he called back into his radio as he bounded across the face of the building in three galloping leaps and leapt in a huge arc straight over the rooftop. Shooting a line of his webbing northeast, the web swinger took off as fast as he could throw his web lines. 

************

"Oh my God…"

Those were the only words that the young superhero felt he could articulate as he looked over the carnage strewn about the vacant lot below his vantage point from where he hung upside down from a web line attached to the corner of a nearby abandoned building. It looked nothing less then the scene of a grizzly battle. 

All around him in what had to be twenty square feet of scorched concrete spotted dark splatters of drying blood along with various globs of white material. Spidey could make out shreds and scraps of torn black body armor the members of Commander Lee's team wore and an abandoned gun nearby intermixed within the chaos of the scene. The only thing was, Spiderman saw no traces of any of the soldiers had had been ordered to survey that particular area. 

Righting himself with ease, Spidey nimbly landed inside the compound of the barbed wire fencing that circled the perimeter of the lot, hanging so low in some places, it would have been just as productive to have nothing there at all to act as a barrier. He noticed numerous graffiti murals decorating the whole lower half of the darkened building that formed the left most partition of the empty lot. 

'This area of the city has defiantly seen better day,' he thought disdainfully as he stepped carefully over broken glass and empty beer cans that littered the ground underfoot. 

Staying to the shadows cast by a flickering streetlamp nearby, the crime fighter slowly walked towards the center of the carnage, all his senses on alert to detect any motion around him. Luckily he felt no tingle from his spider-sense, only the chilled shiver of the hairs on the back of his neck standing on end. 

'There's no sign of any of Audrey's soldiers. There aren't even any bodies,' he thought with another chill that crept along his spine to the small of his back, 'Whatever happened here must have happened fast. These scorch marks on the ground must be from the mercenaries. But they're all over the place, meaning they must have trying to hit a fast moving target…' 

He could almost guess at what the small team had faced when trying to fend off the attacking spider monster. He had seen it move the night before, and knew it was as fast if not faster then himself. For all it's bulk and body mass, his genetically altered clone had retained all of Spiderman's agility and speed. 

Looking around in the subdued silence of the deserted street, Spidey sensed no movement or sounds anywhere nearby. Not even a tingle of his spider-sense. But then again, he wasn't sure if he could exactly rely on that right then. He had begun to suspect his spider-sense may not be reactive to the creature. If it was genetically similar to him, then his sixth sense may be unresponsive to what could be confused as…himself in essence. 

Side stepping subconsciously away from the areas of blacked cement, the wall crawler felt his feet slipping on multiple rounded objects as the soft tinkling of metal against metal rang up to his ears. Bending down carefully, Spiderman brought a small handful of spent bullet cartridges into the flickering light of the dying streetlight. Trailing off from them stringed several strands of what looked like his own spider-webbing. 

As he stared thoughtful down onto them, Spidey was suddenly blinded as a huge spotlight flooded the small lot he knelt in. Looking up with an arm shielding his face against the beam of whiteness, he tapped his ear with his free hand, "So the gang's all here, I see. 'Bout time. It looks like you're friends took off or something really bad happened here….Oh, sorry. Over."

"Just hold your position, bug-boy. We're on our way," Commander Lee's voice crackled over the radio line from within the hovering helicopter fifty feet overhead of the young arachnid. 

Within minutes, Spiderman was joined by six mercenaries and their female leader as they landed gracefully on their feet from multiple harness lines that dangled from either side of the copter. 

"Any sign of the creature?" she demanded in her cold tone as she untangled herself from her harness and her men swept over the entire lot silently in perfect military fashion. 

Shaking his shrouded head side to side, Spiderman answered regretfully, "I didn't find anything when I got here. It looked like there was one hell of a fight though…" Reaching his hand out he dropped the spent bullet shells into the woman's hand. 

Studying them for a moment, Audrey's expression twisted into anger, "Damn it. I should have sent out larger groups of men instead of only two to a team. This thing's too powerful."

"What do you think happened to them? Do you think the creature could have taken them?" Spidey asked, scanning the surrounding area as he did so. The abandoned gun and shredded Kevlar armor that lay scattered about didn't bode well for the missing team members; nor did the spattered drops of blood. 

"I don't know," she muttered coldly, "It would have to be very strong to carry off two full grown men, let alone get away before we got here. It may be hiding somewhere nearby, but our sensors can't pick up the signal from either of my men's radio signals. It's like they just disappeared. I just can't understand how this thing's always pulling these fade outs…" Turning her back to the web swinger in frustration, she stalked over to a nearby soldier and began barking orders to him. 

Seeing Audrey was in a volatile mood for losing the creature yet again and atop of that losing two of her men, Spiderman did not want to risk the chance of her abrasive temperament to suddenly be turned on himself. 

Scanning the empty lot as he slowly walked the area looking for any clues that might now lay illuminated in the bright spotlight of the hovering copter, Spiderman wondered, 'I wonder how this thing's disappearing too. It's not like it can just hide anywhere; a twelve foot, eight legged monster isn't exactly the most inconspicuous thing in the world. And why can't they pick up the signals from those missing soldiers? Heck, for all the high tech stuff these guys have, you'd think they could pin point a rat holed up thirty feet below ground…'

It was like a light bulb suddenly flared in his head at that thought. He could feel his stomach tighten in hope and anticipation. 

Kicking of the ground, the wall crawler sprinted at full speed across the empty lot, past numerous mercenaries still scouting the area for possible clues of the creature as they gave the masked man a sideways glance questioningly as he hurried past. Nearing the commander, he shouted loudly, "What if it escaped through the sewer systems?" 

"What are you talking about, bug?" the young woman snapped in annoyance as he came to an abrupt halt beside her. 

"The sewers. Could it have escaped through them? That could explain how it's always disappearing and why you can't pick up your men's signals. It could go almost anywhere in the city without being seen until it came above ground," he repeated urgently. As he spoke, the area became quiet as the team of mercenaries listened to the brightly garbed superhero. Even Commander Lee stood silently chewing the bottom of his lip thoughtfully as she processed Spiderman's theory. 

Snapping back to her role as team leader, she barked to the waiting armored men in renewed zeal, "Scout the block for any possible manholes that the creature could have used. Move!" Scattering like leaves in the wind, the men scrambled to complete their orders. 

"I'm looking too," Spidey called back to Audrey as he sprang twenty feet straight into the air and adhered easily to the grimy surface of the nearby building. Skittering across the brick face with a strange and almost inhuman sort of grace, he was soon lost from the commander's sight. 

"No wonder we can't catch this thing…" she murmured as she stared in awe after the superhero. Shaking herself from her trace, she turned to follow her men that had went to search for the spider monster's possible escape route. 

********

Spiderman hurried towards amassed group of heavy armored mercenaries as he dropped down from above by a gossamer strand of webbing. Nearing them in a jog, he saw Commander Lee within the inner circle of the circle, kneeling on the ground looking intensely down the length of an opened manhole in the center of the deserted, darkened street. Most of the surrounding streetlights had been shot out or had just burned out without anyone around to replace them, leaving the block in a dismal blackness. 

As he came up beside the group, a number of the armored men shifted out of his way to allow him entrance into the circle. Spidey knelt beside the commander as she looked over towards him, "You were right about your hunch. The covering to this manhole was found thrown fifteen feet over there." -she gestured to the side of the street as she continued- "We also found some traces of spider webbing and this…"

Opening her hand, Spiderman saw the remains of a crushed radio ear link. Glancing up from behind the large bug eyes of his mask, Spidey noticed a masked expression of worry on the blond woman's pale features. 

"Can we trace the tracking signal from the remaining ear piece now?" Spidey asked as he looked down into the swallowing hole of darkness that lay like a black pit in the center of the decrepit street. 

"Yes, but only after going several feet below the ground. It's faint but there is still a signal. But if we wait, the creature may get far enough away that we'll lose the signal and won't be able to follow it," she answered stoically. 

"Then let's go," Spiderman called as he stood straight and looked again down the gapping manhole. 

"No."

"What?" he questioned in surprise at the commander's sudden refusal, "Why? You said we need to hurry."

"It's too dangerous for such a large group to try to sneak after this thing. I don't know, but it seems like your clone may be highly intelligent by the way it consistently has been able to evade our attempts at tracking and capturing it. I doubt we would get close enough to find it's lair if half my team goes down. Only one should go. That way, once we find out where the creature is holed up, we can send a message to the rest of the team for backup," she stated coldly as she too stood, "I'll go. The rest of you will wait for my signal."

"Hold it!" Spiderman cried, "I'm going too. It's too dangerous for just one person to go. Plus, you said yourself, I may be the only one to hold it off. It's part of me, so I'm coming. It's my responsibility."

"No you're not," Audrey retorted harshly, "You will wait with the rest of the team until I send a message. That's final."

"No it's not!" Spiderman argued defiantly, "I may be helping you catch this thing, but that doesn't mean I'm under your command. I'm coming too and there's nothing you can do to stop me." 

By now the two had looked gazes like a pair of butting rams, muscles tensed and ready to charge each other for dominance. The soldiers standing by looked on uncertainly at how to exactly deal with the arguing superhero and mercenary leader. Regardless, they remained ready at a moments notice for any situation that might arise between the two. Unbeknownst to the wall crawler though, should such an incident have arisen, the mercenaries would have immediately backed their commander and instantly have taken Spiderman down…or at least tried. 

Spiderman could see a deep flush of red shade the commander's cheeks even in the dark shadows of the decrepit street. But the vibrant hue of rage at his insolent rebellion of authority did nothing to disparage his side of the case. He was not about to stand by and watch another deal with something that possible only he could rectify. 

"Fine," the woman finally huffed, reluctantly backing down, thus dissipating the rising tension that had swelled between the two. She knew she had no actual control over the wall crawler; and she also knew having him along really wasn't that bad of an idea. She knew she stood little to no chance against the creature if it found and attacked her, but she had already lost two of her men and she didn't want to lose Spiderman or any other men that night. 

Even though she would never admit to anyone because of her pride or stoic nature, she had begun to feel protective of the masked man. She had always suspected Spiderman to be young, probably no older then her own twenty nine years, and since meeting him, her suspicions had seemed to be verified. And somehow that made her feel a bond between them. 

She had been truthful when she said she felt sorry for him. It wasn't fair that such an injustice had been done upon him that he had to hunt down his own genetically altered clone. Deep down, she felt they both shared a common trait. Life had been unfair to both of them. Just as Spidey had never asked to be involved with the horrible science experiment that now threatened the whole city, she had never asked for her father to have been killed during a dangerous mission, leaving her in command of his team of mercenaries.

"We have to hurry if we want to catch up with this thing," she said to Spiderman as she stepped towards the edge of the manhole. To her remaining team she said, "Call in all other decoy teams and return to the copter. Go back to base and wait for my signal." 

With that she slid her feet onto the metal rungs of the ladder leading down into the darkened sewers beneath where she was quickly swallowed by the black mouth of the hole as she descended far below. Following close behind, Spiderman paused with only his hooded head above street level, and called to the remaining soldiers, "If we're not back in an twenty minutes, just wait longer." 

And with a joke as his final words, he disappeared into the inky blackness. 

To Be Continued….

Remember, reviews are always appreciated and accepted! Signing out

-LAXgirl 


	5. Lost in the Darkness

Awwww Guys, I'm hurt! Hardly anybody read and/or reviewed my last chapter! That's one major blow to my ego. Anyway, got yet another chapter for the ones that are staying with me. So here you go. Enjoy!

Disclaimer: I don't own Spiderman yadha yadha yadha you know the drill… 

A dank, rancid smell assaulted Spiderman's nose as he slowly climbed down the pitch black tunnel. Sinking further and further away from the small circle of faint light above, the superhero had a moment to seriously wonder if he would ever see the surface again. His footsteps on the metal ladder echoed noisily off the stone walls of the passageway all around him. 

He could feel the air around him slowly becoming chillier as he continued his way deeper into the earth. A cold shiver passed across his skin as the moist air began to work its way past his clothing. Glancing upward, Spiderman noticed that the little speck of light from the opened manhole had now completely disappeared, leaving him stranded in the blackness. 

'I must be about thirty feet down by now,' Spidey speculated, judging by the time he had spent climbing the damp metal ladder. 

As Spidey continued his descent, he became consciously aware of the gnawing uneasiness that was quickly overtaking him. The walls of the passage seemed to closing in around him as the darkness that blinded his vision seemed to slowly take on darker hues of black as he fell farther away from the surface. He knew what was going on was only a figment of his imagination and fear, but that still didn't do much to comfort him. Somewhere in the darkness below him waited a living, breathing monster. 

It felt like he had been climbing down forever when suddenly he felt his extended foot hit nothing but thin air beneath him. Over the beating of his heart that rang in his ears, Spidey could hear the subdued trickle of water flowing somewhere below. 

"Bottom floor: women's clothes, shoes and dangerous man-eating spider monster," he muttered absentmindedly to himself. 

Releasing his grip on the slippery metal rungs of the ladder, Spiderman dropped several feet before splashing to a halt below. Slick sludge like matter met him, almost making Spidey lose his balance and fall flat on his back down into it. Luckily, his acquired superhuman balance saved him from such a messy end. 

"Aw, man! I just got these boots polished too!" Spidey whined loudly as he picked a foot gingerly from the ankle high water that began to quickly soak through the thin material of his costume, "Dang, what is that smell? I must have really stepped in something nasty!" 

"Didn't you ever hear, that people are turned off by excessive complaining?" came a familiar voice as a presence stepped up beside him in the darkness. Spiderman could detect from the tone in her voice though, that Commander Lee shared his sentiments exactly. 

But before the young superhero could come up with a comeback, a bright light suddenly exploded through the darkness. His eyes dilated to the pitch black subterranean lighting, Spiderman yelped in pain and surprise, his eyes screaming in sensory overload. 

Shielding his face with both arms, he waited a moment, allowing his eyes to readjust to the newfound light source. Through narrowed eyes that still stung and watered in the corners from the yellowish glare, Spiderman could finally make out the form of his companion holding a large flashlight. 

"A little warning next time would be great," he muttered as the last of the patches of white faded from his vision. 

Not making any acknowledgement to the web swinger, Commander Lee swept her flashlight in a wide arch around the two. Bouncing off the walls, the wide beam of light illuminated the rough stone surface of a wide berthed tunnel. Every fifteen feet or so, there branched another darkened tunnel that lead away into the yawning darkness beyond. Multiple pipes that were all rusted to the same ugly shade of muted reddish brown, hung overhead from the low ceiling. Around their feet swirled murky, oil slicked water-- or at least they hoped it was water… 

"Ugh, let's get out of this stuff," Audrey suggested with a wrinkled look of disgust on her face. Following her to the far side of the tunnel, Spiderman hoisted himself up onto a narrow ledge that served as a dry walkway along the small river of foul smelling water then turned to pull the commander up after him. 

As the two shook the excess water from their boots, Audrey pulled a small device from her jacket that began to suddenly beep in slow, far spaced blips. Pressing in a few keys, she frowned noticeably in the dim light cast by her downcast flashlight. 

"What is it?" Spiderman questioned nervously. The light had done little to relieve some of the uneasiness he felt. Beyond the comforting glow of the flashlight stood thick walls of pitch black in which shrouded possibly thousands of dangers. Subconsciously edging closer to the woman, Spiderman glanced over her shoulder at the device held in her hands. 

"The signal from the ear piece. It's getting farther away. It's already at least twelve blocks away. We need to hurry if we don't want to lose the signal. This thing's fast," she stated coldly, turning to look beyond her superhero companion into the standing darkness that stretched out almost endlessly. 

Stepping around Spiderman on the narrow ledge, she forcefully took lead of the procession and began walking to the right. Leaping to the cold stone wall of the tunnel, Spidey began wall crawling alongside the commander, his body parallel to the ground. Somehow the proposition of possibly walking through more of that questionable looking water held no appeal to him. 

Glancing out of the corner of her eyes at the strange sight she beheld, Audrey asked almost incredulously, "How can you stick to the walls like that? Do you have some kind of glue on your fingers, or is that one of your superpowers?"

"One of my superpowers. I can stick to almost any surface. I have tiny, hair like hooks on my hands and feet that can attach to almost anything," Spiderman answered plainly without any audible pride. He had become so accustomed to his powers over time that he rarely thought of them as abnormal anymore. 

"How did you get your powers…I mean, your parents weren't some alien spider creatures from some other planet were they?" she asked almost curiously. 

"Ummm not exactly…" Spiderman chuckled to himself. Numerous people had speculated about his origins since the very beginning of his crime fighting career, but Audrey theory just took the cake as the most outrageous. 

"Well, are you going to answer me or are you going continue being so secretive? It's not like I'll figure out who you are just by you telling me how you're able to crawl walls," she snorted irritably. 

"I was bitten by a genetically engineered spider," Spidey replied. As he answered, Spiderman took a second to steal a glance from the corner of his eye to see how the commander would react to his story. 

Audrey's eyebrows and facial features were twisted in a ponderous, sardonic expression almost as if she was skeptical and at the same time disappointed at his explanation. 

"What!?" Spiderman demanded defensively.

The commander merely glanced up to him crawling against the wall, her eyes cold orbs of condescendence. "It's just that you'd have a little bit more of an interesting background story," she answered callously. 

"Do you have _any _friends?" he cried in exasperation.

"Nope. The whole concept is overrated," the young woman matter of factly with indifference. 

Letting out a loud groan of frustration for her impossibly cold nature, Spiderman rolled his eyes behind the gleaming eyes pieces of his mask unconvinced. There was no way the commander could be so uncaring, he told himself. She had to be putting up a strong front. 

Forgetting her companion yet again, Audrey glanced down at the tracking device in her hand. Training the light of her flashlight onto it, she studied the instrument for a moment before suddenly stopping dead in her tracks. 

"What is it?"

"The signal's stopped," she said plainly, again trailing her flashlight to shine down the length of the tunnel, "Maybe two blocks distance from our present position."

"Then let's go," Spidey called, suddenly taking off down the tunnel. Moving his legs and arms in a fluid grace as his fingers and toes glided across the slimy surface of the wall Spiderman skittered into the darkness. 

"Hold on, bug-boy! Wait for me!" the commander called in a hushed voice that still managed to bounce and echo into the distance as she sprinted after the wall crawling superhero. 

"Would you mind not calling me 'bug-boy' anymore? For your information, I'm not an insect or a bug; I'm an arachnid," Spiderman pointed out teasingly as the young woman caught up to him and the two rushed headlong into the spiraling sewer. Only giving a snort as a response, Audrey jogged quickly along, the beam of her flashlight bouncing wildly off the tunnel walls. 

************

Groggily sliding his eyelids back into his head, the man was not surprised to see nothing but endless darkness meet his sight. It would have been just as productive to not open his eyes at all for what little it did him. 

The small amount of energy that was needed to perform that simple task of keeping the heavy lids of skin from falling back over his vision was too much. He was too weak. Succumbing to his fatigue, he let his eyelids slowly drift back into place, his head rolling to the side weakly. 

His whole body felt numbed to the core. Shivering did nothing. Every time a convulsion or twitch of muscle generated any minute ounce of heat in his weary body, it was instantly stolen away by the wall of stone ice that pressed into is shoulder blades and back. 

The man's toes barely grazed the ground beneath his limp legs that hung lifelessly under his body. A massive net of impossibly strong, sticky strands suctioned themselves around his still form. Glued to the bone cold wall behind him, the silky threads tightly cocooned the young man upright like some kind of ancient Egyptian mummy with only his head and legs from the knees down free. 

The passage of time had become a distorted concept since becoming imprisoned in the dark hell that surrounded him. It felt like another lifetime ago since he had been drug down and entrapped in the lonely abyss of cold and fear. Had it been a day, a week, or a month? He just didn't know anymore. 

The last thing he remembered from that once, never time was walking through a silenced Central Park late at night with his girlfriend, Liz. And then a sudden and violent attack by a monstrous insect looking creature. He remembered praying the monster would not go after his date, but also that it would spare him. 

Fate had allowed him part of his wish, but had abandoned him in the end to the clemency of his attacker. The poor, frightened man had mercifully fainted after being violently trussed like a package and carried off into the night. 

But those nightmares had been nothing when he had awoken in utter darkness only to realize sharp fangs deeply imbedded into the soft flesh of his shoulder. Screaming out in pain and fear, Steve had found no sound escaping from his parted lips. Only the silence of a scream trapped deep within his tight throat. He had felt the stinging venom enter his shoulder and begin pumping through his blood a moment after the razor sharp mandibles of the spider creature retracted and a feral hiss cut the air soon afterwards. 

Seconds later, he had lost all control of his limbs, rendering him as lifeless as a puppet severed from its strings and puppeteer. That was when he had been forcefully adhered to the wall with a gauzy straight jacket of webbing. He had remained there since, drifting in and out of consciousness. But before long, the line between the two states of awareness became muddled and fuzzy by the hallucinogenic venom administered to him by the spider monster to keep him still and non-combative in its web. 

The wound still remained in his shoulder, pussy and dripping with infection that had festered in the dank and rancid air of petulance. Even the slightest twitch of the inflicted flesh sent stabbing pains of agony deep into his torn shoulder. 

The rotten, decoyed stench of death stung Steve's nose from somewhere nearby, churning his stomach in revulsion. Dry heaves constricted his chest weakly. Had there been any substance in his emaciated belly, the poor boy might have retched, but he had not eaten or drunk anything since arriving in that dark dungeon of horrors. 

The swollen mass of his tongue filled his mouth, pressing against the back of his teeth and roof of his husky mouth. Slow, agonizing drips of water plunked in rhythm from above nearby in the darkness; close yet so far out of reach for the thirst tortured man. 

He could feel other presences weakly shifting against their organic restraints in close proximity to his. But no one muttered a sound. Not a word. Not a scream for help. Not even a whimper or groan of misery. Nothing…

Either the psychological or physical strains of the horrible situation; the weakness and paralysis from the painful spider bite, their near starved state, or the luring fear of what stalked in the thick blackness around them had silenced the numerous victims of the creature, or it had been they had just accepted their uncertain fates. 

Steve suddenly heard from a distance, an echoing crescendo of inhuman clicks. Reverberating down what could only have been a long and narrow tunnel, the scrapping footfalls of multiple clawed legs clattered loudly against the cold cement floor as they drew nearer. 

Steve's heart pounded against his ribs in fear. It was the spider creature returning to its lair. The thing had made a notable routine of coming and going periodically during the time Steve had been captured. And every time it returned, it carried with it another kicking, screaming bundle of frightened human flesh to feed upon. The young man had lost track of how many there had been, but he knew there were many. 

During his time, Steve had witnessed (or at least heard…) the monster through the darkness feeding several times on its trapped victims. The sharp, gurgled scream of pain that stung his ears of the death blow of the creature on its victim's neck and then the sickening slurp of the poor victim's body fluids being greedily sucked from their still warm corpse remained all too horribly vivid in Steve's memory. He could only guess at how much longer he had left on Earth trapped in that cold blanket of darkness. 

Entering its foul smelling lair, Steve heard the creature's low hiss vibrate the air dangerously. Cowering in the massive web that cocooned around him, the young man waited in painful fear as he heard the thing come towards him. His frantic heartbeats thundered in his ears deafeningly. 

Steve could almost picture the monster's form in his mind's eye, it's spindly legs holding the newest addition to its collection high off the ground. A heavy thud against the cold ground accompanied the thrashing sound of a struggling person kicking the air frantically for release.

"No! Let me go! Stop!" cried the panicky voice of a grown man through the still air. A soft song of alien clicks was the newest victim's only answer before a sharp scream of pain and terror split the air. 

Steve felt empty of emotions or pity as the howl of the poisoned man slowly faded away down the tunnels, the sound becoming caught in his paralyzed throat. He vaguely remembered hearing stories about Holocaust survivors becoming desensitized to the horrors they faced daily in the death camps of Germany decades ago. Perhaps the same thing had begun to effect him. He just didn't care anymore…only that he himself would somehow survive. 

The watery splat of webbing sounded a moment later against the same wall he was trapped to, perhaps only five feet away. The dull thuds of thick soled shoes bumped lifelessly through the sudden stillness against the wall behind the new man until they gradually lost their momentum and hung still beneath the fresh body. 

Steve cringed back weakly in fear as he felt the massive bulk of the monster gracefully move away from the new victim and pass his own suspended body on all eight of its long legs. His breath catching in his throat, the young man stifled a sob as he sensed the spider creature come to a stop before him.

He could almost feel the merciless bulging eyes of the thing crossing over his flesh, debating whether to fest on him or not. 'Please no. Please no. Please no,' he begged uselessly in his head, his body too weak from fatigue and starvation to respond to or even acknowledge the screaming primal instinct to flee from the awful monstrosity that breathed its rancid breath in his face.

'Just please leave me alone…' 

********

"Down this way," Audrey shouted to her superhero companion, motioning to her left as she suddenly veered into an adjacent tunnel. Holding the small tracking device out from her body in the bouncing path of her flashlight, the signal bleeped and blipped steadily in slowly increasing intensity as they ran headlong down the miry sewage system. 

Despite the quick and sudden directional changes of the hardened commander Spiderman could have easily left her in his wake, moving in unhindered grace crawling along the water streaked stone walls of the tunnel quicker then any Olympic track runner could have running along the narrow sewer ledge. Even with his heightened senses and the addition of his all-knowing sixth sense for danger, the looming gloom of the subterranean world posed too many uncertainties and dangers for the crime fighter. 

He may still have been headstrong in his youth, but Spiderman was self-conscious enough to know that traveling into the unknown, underground territory of his genetically advanced hybrid clone may prove too much for him to deal with alone, especially if it was without any light with which to see his enemy. So he opted to stay with the heavily armed blond woman. 

"How much farther?" he asked, finally pushing off the slimy stone wall, dropping beside his partner on the water slicked ledge in a run, his rhythm or speed never skipping a beat. 

"We should be coming up on my guy any second. Get ready. The creature may be with him or nearby," she ordered abrasively, too accustomed to being in charge to remember Spidey already having pointed out her weak authority over him. 

Audrey suddenly veered into an adjacent tunnel that branched off from the main trunk of the sewage vein they had followed for the better part of twenty minutes. The subdued beeps of the tracking device began to rise in intensity as Spiderman and commander Lee cautiously paused at the mouth of the new sewer. Clicking the tracking device silent, the young woman shoved it back within the fold of her SWAT jacket and unclipped a large energy pistol from her belt. 

Taking the lead, Audrey stepped carefully into the shaft, her flashlight slowly panning left to right. This tunnel, unlike the one they had just left, was narrower with no stream of water flowing through it. Only thick pipes ran along the ceiling leaving the bottom void of anything except for small puddles of stagnant water into which slowly dripped drops of water. The startled squeaks of rodents sounded farther down the length of the underground passage before they scurried back into the darker recesses of the sewer. 

"Do you see anything?" she asked in a whisper, shining the flashlight now up towards the low ceiling of the tunnel. Spiderman looked about slowly, searching for any sign of the eight legged monstrosity. Nothing came from the base of his skull in the way of a spider-sense heads up. 

"No. But I wouldn't put it past this thing to be somewhere nearby though," he answered in a hushed voice, his hooded head turned towards the ceiling also. He almost expected any second a massive black blur of eight legs to suddenly materialize and descend upon them; the creature finally revealing itself. But no attack came. 

Swinging the cone of light back onto the sludgy surface of the ground, commander Lee noticed a shiny glitter radiating from the middle of a murky puddle off to the side of the tunnel. Stepping over towards it, she stooped down to pluck the object from the standing water. 

Rolling the thing over in her gloved palm as she shined the flashlight straight down onto it, she recognized it as one of her teammate's radio link ear pieces. "Damn it," she cursed under her breath, "This means the creature could be anywhere now. We have no way of tracking them now." 

Spiderman caught the masked tone of guilt hidden beneath the woman's voice. She was probably feeling somehow responsible for losing the two team members and the creature's trail. 

"They could still be nearby," Spidey said, "This thing couldn't have gotten that far. The main area it's been hunting in was only about fifteen blocks or more, meaning its lair is probably somewhere inside of that zone. We've already followed it this far and it's had to of been at least ten blocks or more. It has to be nearby."

"Then let's go, bug."

Following the winding underground passage deeper into the bowels of the earth, Spiderman suddenly noticed a faint rumble that slightly vibrated the ground beneath his feet. Glancing up to the barely visible outlines of the massive pipes shrouded in the darkness above, Spidey saw small showers of dust rustled from between the bricks of the ceiling as the vibrations gradually drew directly overhead in monstrous intensity. 

"What is that?" Audrey cried over the now thundering roar that hurtled past from somewhere overhead. Snapping the flashlight's beam skyward, the two looked on helplessly as the storm of noise filled the entire tunnel with its deafening clatter. Dust showered down on their shoulders and heads in a fine blanket of gray. The walls literally shook around them with such intensity by the violent quakes, Spiderman feared the ancient sewer line would suddenly collapse in on them in a massive shower of stone and dirt, burying them alive. 

Within seconds the quakes gradually tapered away to nothing, taking with them the crashing roar that still rung loudly in Spiderman's and the commander's ears. 

"What was that?" Audrey again asked in a shrill voice, her ears still adjusted to the loud noise that had just roared past overhead. 

"I think that may have been a subway car," Spidey said speculatively, still looking upward in thought, "We must be farther down then we thought. It looks like we may be under the subway lines."

"But why would the creature be this close to a mass transportation line?" the young woman wondered out loud, "Don't most animals find nice quiet places to have their young when their about to give birth?" 

"Well, this thing isn't what I would categorize as normal…" Spiderman pointed out hesitatingly, lost for an actual answer and a little uncomfortable by her comment about his cultivated blood sample's reproductive tendencies. 

"Well, whatever its reasons, we have to hurry up and find this thing. We may be running out of time. My men are in greater danger every minute we waste here talking," the uptight commander snipped, recovering from the sudden distraction of an overhead subway car and again tromped away into the tunnel on her rescue and capture mission, leaving Spiderman behind in the dimming light as the light of her flashlight slowly receded with her. 

"Wait up!" he called after her, jogging after her as the glowing light faded around a sudden turn of the tunnel. Hastily turning the bend to not be left in the darkness, Spiderman barely had time to register the sudden tingle of his spider-sense before he abruptly plowed into the stopped commander's back. Somehow the pair managed not to become a giant mass of twisted limbs on the slimy floor of the tunnel. 

"Watch it, web swinger, or I'll pull out a can of Raid," she growled dangerously, whirling around on the masked man to stare him down as punishment for bashing into her. 

"Sorry," Spidey exclaimed with his hands held up in surrender, "But what's the problem? Why'd you stop?"

"The tunnel's forked," she answered curtly with a clear look of disapproval twisted onto her face for the city's wall crawling superhero while pointing down the length of the tunnel. Following her finger, Spiderman saw that the tunnel indeed split into two separate tunnels that snaked away into the blank wall of darkness beyond the reach of their flashlight; one to the left and the other to the right. 

"Now what?" he asked, somewhat demoralized by this new turn of events. He dreaded to think about what this new development could spell. 

"The only obvious thing would be to split up and search each tunnel separately. We can't waste anymore time searching only one tunnel when we can search both separately," Audrey remarked coldly, "I'll take the left; you take the right. We can still keep in touch with our radio link down here."

"But you're forgetting a tiny little detail…I can't see if you take the flashlight or vice versa. No matter what you may think, I can't see in the dark," Spiderman exclaimed in exasperation. 

"Aha! So you're not the all powerful, all capable superhero everybody makes you out to be," Audrey smirked maliciously, taking pleasure in Spidey's clear agitation about traveling the dark sewer system alone and without lighting. "Are you afraid of some big bad boogey man scaring you in the dark?" she simpered coldly. 

"No. I'm afraid of a big bad spider monster eating me alive in the dark," Spiderman retorted defensively before suddenly realizing something. "What a minute…did you just crack a joke?" he questioned incredulously. 

"I always like to keep people guessing," she responded with an indifferent shrug of her shoulders. 

"Well, that nice and all that you're finally lightening up, but one of us still won't be able to see in there," he said, again motioning to the awaiting twin mouths of blackness. 

"Now that's where we're different, bug-boy--"

"--Amongst many other thing…" Spidey interjected quietly to himself.

"As I was saying…" she continued with a snarl of annoyance for the masked man, picking up the side commentary of the wall crawler, "that we're different in that I come prepared for almost any situation…" Reaching into her jacket, she suddenly produced a thick mask like apparatus. 

"What's that?" 

"Night vision goggles," the blond answered indifferently, thrusting the piece of technology into Spidey's gloved hands. 

"Why didn't you tell me about these before?" he asked half in annoyance for having things constantly pulled on him by the young woman as he tugged the goggles over the bulgy eye pieces of his mask and tightening the strap to fit snuggly around his head. 

"Like I said, I like to keep people guessing…" she replied. 

Muttering under his breath, the wall crawler snapped the small switch on the side of his goggles, illuminating everything before him in the dark tunnel in a pale greenish glow. Scanning the area to test the night vision goggles out, he could now see cockroaches the size of small dogs scurrying across the slippery tunnel ground that he had not noticed before with only the flashlight to aid their vision. Somehow with his new vision, he wished he still only had the flashlight…

"Wow…I always wanted to get me a pair of these," Spidey muttered to himself in appreciation for the vision enhancing instrument. 

"Stay focused, bug-boy…" the commander warned but not without cocking an eyebrow at the awkward, comedic appearance Spiderman now possessed with the bulky goggles perched precariously atop his head, "We have hostages to think about before we get sidetracked. Not to mention a particular spider we have to stop from giving birth to hundreds of baby monsters." 

"Point taken," the crime fighter conceded seriously.

"Stay in touch. I don't want to have to hunt you down if you get lost in there," she ordered as she started down her chosen tunnel, the bouncing beam of her flashlight slowly fading into the distance which cast the last fleeting shadows of her to one side of the tunnel. Before Audrey's disappeared into the darkness, Spiderman saw her unclip her gun from her belt and train in into the tunnel spread out before her in readiness. 

"That can work both ways, commander," he shouted after her, not totally sure if she heard him or not. Shrugging helplessly in getting no response, he leapt to the wall of the right hand tunnel and hurtled himself into the darkness that now glowed florescent green behind the thick lens of his night vision goggles. 

I know, I know! This was a very odd place for me to leave this chapter but I didn't want a seventeen page ramble which this very well could have turned into. Long but not too long chapters are the best. (At least in my opinion…) Anyway, the story will be picking up _very_ soon so please bear with me! I promise, you won't regret it. I just don't like to hurry thing…

By the way….please review? I hate begging but I'm running low here on motivation. I have what I think is a _great _idea for another Spidey story but I want to finish this one first. I'm not giving away any details, but I think it'll be good. 

Signing out,

-LAXgirl

P.S. Don't forget to review!!!! PLEASE!!! 


	6. The Creature's Lair

Took a little longer for this chapter then anticipated but here you go! Enjoy!

Disclaimer: Spiderman doesn't belong to me. Blah blah blah you've heard it all before!

'I'm beginning to think this was a bad idea,' Spiderman thought miserably as he skittered quickly down the length of the tunnel. Snuggled tight by the thick blackness all around him, the wall crawler felt vulnerable and exposed. The night vision goggles Audrey had given him to see in the dark underworld of New York were reassuring in that he could now see everything clearly in a soft green glow, but he still felt uncomfortable stumbling almost blindly in the sewer system. 

The monster he hunted lurked somewhere in those cold tunnels, the master of its domain while he nothing more then a bungling intruder stumbling blindly into the creature's mouth. It was not a comforting thought to think of what he would do if he did in fact find the spider monster. Somehow the plan of backup from the team of mercenaries didn't seem to convince Spiderman of their ability to arrive in time to help him much if Luck decided to work against him that day. 

Even Audrey, the only one of them with enough foresight of thinking to bring a weapon, had abandoned him in the darkness to double their search efforts. Spiderman wouldn't ever admit it to anyone, but he secretly wished they had stayed together even if it meant having to double back and search the two main branches of tunnels separately. Even if it took more time, what good would it do if one of them was attacked alone in the sewers and captured or killed by the creature? That would kind of defeat the purpose of the mission. 

But he had faced worse (at least that was what he kept telling himself...) If he indeed meet his altered clone in those lonely underground passageways, he would face it as best he could. It was his responsibility. Only he could stop it. The victims of the creature were on his hands, and he wasn't going to give up searching for them. He had to save them, even if it was the last thing he did. Never the less, he still had doubts.

The only thing that bothered him more than the darkness or anything else was the possibility of his feisty companion finding the monster before he did. Or more accurately, it finding her…

***********

Audrey's echoing footsteps crashed loudly against the stony walls of the sewer line she tromped through. She had tried to land her feet softer against the cold floor of concrete so as not to prematurely alert her target to her approach, but the cavernous tunnels had not been adapted to be acoustically quiet. Shining her flashlight down the length of the passage, the young woman frowned. She had been traveling for over thirty minutes down her chosen tunnel and still there had been no sign of Spiderman's clone or of her captured men. 

The commander's flashlight bounced against the slimy cold walls of the subterranean maze, illuminating everything in its circumference of light in a distorted scene of long shadows and brightly lit patches. Gripping the handle of her ion blaster tighter in her gloved hand for comfort, Audrey came to the sickening realization she was scared. The feeling was almost completely alien to her. She had trained herself over years of training to not be effected by the natural human emotion so as to hamper her job, but all her training seemed to have left her when she possibly needed it the most. She could feel the cold sweat of fear soaking through the material of her glove, making her grip on her only weapon feeble. 

'Get a grip, girl,' she ordered to herself sternly, 'You shouldn't be scared of the dark. Only children are…' But that did little to dispel the knowledge of a living monster that hunted the city was capable of brutally mutilating and disposing of her in the darkness as quickly as though she was nothing more then a pesky fly. She knew she probably had more of a chance of going head to head with a freight train and surviving then fighting the spider creature alone in the sewers of the city. 

She mentally was kicked herself now for being so foolish as to suggest splitting up from Spiderman to search the tunnels simultaneously. But she couldn't afford the delay in time. Her men might be in desperate need of immediate rescue, and she wasn't going to lose them if was anywhere in her ability not to. There were also the countless victims the creature had taken too. They were also part of her mission, therefore her responsibility to bring back alive…if she could. And because of that, at least in her mind, fully justified her possibly destructive decision of separating from that utterly annoying and unprofessional superhero who had dubbed himself Spiderman. 

But it would have been nice to have the wisecracking wall crawler none the less. His presence alone would probably have been reassurance enough that they had a reasonable chance of surviving the mission if they indeed found the target. After all, she had said it herself, he was possibly the only person able to hold off the creature long enough to call for backup.

Focusing again on the mission at hand, Audrey notice up in the distance, shrouded in shadows beyond the beam of her flashlight, a sudden turn in the tunnel that spiraled away to the left. Carefully skirting along the wall as a cop would in some late-night police drama, the commander stopped at the intersection of the new tunnel.

Keeping her body behind the corner of the tunnel, Audrey shined her flashlight down the passage. Squinting skeptically as she inched her face around the corner, she strained to see beyond the reaches of her light. 

Above thirty feet up the passage, there seemed to be what looked like the end of the sewer line. There was bricked, arched entryway at the end through which stood an empty hole of darkness. In the gritty haze of darkness that stood beyond the reach of her flashlight, Audrey could make out the dim outlines of unevenly laid bricks that formed a thick wall in front of her down the tunnel. 

"Great…" she muttered angrily. All that time traveling the tunnel and she had found nothing but a dead end.

She was about to turn and retrace her path back to rendezvous with Spiderman when Audrey was immediately halted by the faint murmur of subdued sobs in the distance. 

Freezing in place, Audrey willed her breath to stop as she strained to hear the ghostly cry again to reaffirm her sanity. She waited there silently; waiting over the thundering beat of her heart. Then, as she prepared to start again down the way she came, the snivel of unconcealed pain and misery sounded again. 

Charged with adrenalin at what that sound could mean, Audrey took off down the tunnel towards the room of darkness, forgetting her military training in her hast. Coming to a skidding stop on the slick stones beneath her feet at the entrance of the room, the commander swung her flashlight in a wide arch to encompass the entire place. 

What she saw made the hardened commander stifle a gasp. She had to have stepped right onto the set of a B rated sci-fi movie. She had found the creature's lair.

Cocooned in massive globs of congealed, stringy material hung on the walls possibly twenty or more lifeless bodies along the perimeter of the fifteen by fifteen space. All the heads of the entrapped victims rolled to the side or down their chest in what she believed to be death. In the pale yellow glow of her flashlight, the skin of the webbed people appeared a sickly shade of fermented green. 

Littering the floor slimed several oozing heaps of decaying flesh. The piles of stinking flesh slithered with huge sewer rats that gnawed and ripped at bits of splinter-ended bones that protruded grotesquely from the masses. The woman had no intention to further investigate the slimy masses as the detestable creatures of filth that ate at the decaying matter snarled at her dangerously. She had a sinking feeling of what, or rather who, the heaps of festering flesh had been in life. 

The foul odor that emanated from the piles of rotting flesh hung heavily in the air, making the young woman almost lose her control and vomit in revulsion. It was the rancid stench of death and decay. 

Reaching up to shield her mouth and nose with the back of her armed hand in a useless effort to block the decayed smell from turning her stomach, the commander looked on totally aghast at the scene she saw. Scanning the room, she noticed in the very center of the room a large mass of opaque, skin like material. The roundish mound of fleshy material, as Audrey shined her flashlight onto it, illuminated in translucent transparency. 

Slowly moving towards it, Audrey stooped to squint into the mass. In the shadowy light that spilled through the porous membrane of the skin, the commander could make out vague outlines of indistinguishable huddles quivering in agitation as the light passed over their housecat sized forms. 

The young woman stared totally transfixed at the forms as she watched the bundles of twitching movement squirm under the glare of her flashlight she shined into the mass. Leaning nearer to see, Audrey was startled as one of shadowy figures that separated itself from amongst the dense backdrop of other such forms within, suddenly uncurled to reveal eight spindly legs that twitched sporadically from the small ball of flesh that formed a central body. 

Leaping back in realization, the commander felt her blood running cold. This was bad. Very bad. The creature had already had its young. Only it seemed to have just had one massive egg sac instead of hundreds of individual eggs. Maybe that was a plus in the long run, but she didn't really know for sure. 

The spiderlings looked like they were very close to hatching from the way they moved and twitched under the direct stimulus of her flashlight. She was going to have to hurry. They could hatch at anytime…with disastrous ramifications for the city. She had hoped that this situation wasn't going to have been an issue but it looked like Fate decided it wasn't going to make her job any easier. 

At first, the commander debated whether to just destroy the egg sac then and there or wait for later. Her employers had never specified what to do about the possible young of Spiderman's clone; only that her team of mercenaries were to try to bring the creature back to the labs alive if at all possible. But before she could worry about how to handle this latest development, Audrey again heard the low whimper that she had heard before. 

Looking down to the slime covered floor, she saw the tattered black form of one of her missing team members huddled weakly in the fetal position on the far side of the room. 

Gasping, she rushed to the man's side, "Edwards! Talk to me!" She received only another pained moan from the behind the man's helmet as she forcefully rolled the man on his side to face her. 

Placing her flashlight on the ground so that it shined onto her and her teammate, Audrey ripped the helmet from the man's head. In the glow of pale light, her stomach dropped at what she saw. The poor man's face was sunken under sickly eyes that pleaded help from the commander. The mercenary's complexion was the same as those victims that dangled in massive bundles along the walls like skinned sides of beef hung in a meat freezer. 

"Come on, Edwards! What happened?" she coxed from the half coherent man who looked almost half drugged. Gurgled rushes of air were the only responses the man could give from behind strangely paralyzed and immobile lips. 

Looking up, Audrey scanned the walls of the room. Where was Fredrickson? If the creature had brought Edwards here then it should have also brought Fredrickson. The scene was repulsive even to the commander who had seen countless bloody and gruesome battles as she searched for the face of her man among multitude of unmoving bodies pasted randomly against the wall. 

Finally on the right side of the room she made out the faint outline of a helmeted head sticking out above from a still watery looking net of webbing wrapped tightly around his motionless body. Abandoning her flashlight beside her un-webbed man, Audrey leapt to her other fallen mercenary. 

Pulling the helmet from Fredrickson's head, Audrey snaked her two forefingers between the collar of his suit to press against the cold skin of the man's neck. Beneath her fingers, the erratic heartbeat of the man pulsed weakly against her touch. He was still alive. But even in the dim light that glowed dimly from across the room from her flashlight, Audrey saw this man's skin was also of a pale green shade. 

"What happened?" she muttered to herself aghast. 

"The thing…" came a barely audible voice from her side, managing to startle the commander for the whole span of a second before she regained control of herself and whirl to face the speaker. 

To her teammate's side, only several feet away, was one of the many trussed victims, only this one seemed to retain some coherency to speak. He looked young, maybe mid to late twenties. His features looked emaciated and tight, almost like a skeleton masquerading as a living being. A mop of unmade and oily brown hair hung down over his eyes, obscuring the top half the boy's face. 

"What was that?" Audrey demanded urgently, now moving to stand before the speaking man, "What did the creature do to you?"

"A…bite," the victim mumbled weakly from between chapped and cracked lips, "Please…help me…Quick…Before it…comes back. Please." The pain in his husky voice softened her hard exterior to the point where she actually decided to relinquish her only firearm, clipping it back into its holster on her belt so that she might use both hands to rip the man from the wall. 

"Just hold on," she said reassuringly as she gripped the thick strands of spidery webbing that held the man to the wall from behind his drooping head. Grunting as she retched back hard on them, the commander realized the hardened strands of webbing were just as, if not stronger than steel cables, far beyond her ability to break by herself. 

"I can't get them," the commander said in defeat, "Don't worry. I'm calling for backup. We'll get you out of here soon."

"No, please…hurry," the entrapped man begged pitifully, "It's so cold…" His head again slumped to the side as if his energy had finally given out on him. For a moment, Audrey thought the poor boy had died right then and there in front of her. But before she could feel for a pulse, she saw the man's partially exposed, shoulder jutting out from within the cocoon of webbing weakly convulsing in shivers. On that shoulder festered a swollen patch of pussy, gangrenous skin. 

She had to hurry. The boy and possibly half the other victims webbed the walls in the room were only hanging on by a thread (no pun intended). They all needed medical attention, and fast. Who knew how long they had been trapped there, hanging from the walls like that. 

"Just hold on," Audrey whispered painfully in response to the man's distressed plea at his still form. Tapping her ear link, she called out urgently, "Spiderman? Do you hear me? Over." 

"I'm here. Where are you?" came the superhero's voice over the faint background static of the line. Audrey waited for several seconds before growling at his irresponsibility of forgetting the standard military procedure of saying 'over' to clarify he was done speaking.

"I found the creature's lair," Audrey said in annoyance at his absent mindedness. 

"What?! Where are you? I'm coming there! Don't go anywhere!" came Spiderman's startled response, interrupting her before even she could say 'over.'

Stubbornly trying to again give the wall crawler orders, she said coldly, "No. Go above ground and contact the team. Once you get in touch with them, I'll send you the coordinates of my position. Ove--" 

_clink click click click _

Audrey trailed off as the inhuman barrage of clicks broke the silence in the festering room of death, freezing her in place in a moment of sheer disbelief. It couldn't be… She hadn't heard or sensed anything that would have constituted the arrival of her paranormal host. 

"Audrey? What is it? What happened?" cried Spiderman's worried voice over the radio link in her ear. But she couldn't worry about him right now. She was in trouble. 

__

Whirling around in a blur as she whipped her gun from her belt, Audrey was startled to find the room empty of the hulking presence of the spider creature she was certain she was going to see barreling towards her. 

__

"What the…"

__

But it was then something inside her compelled her, for a reasoning beyond her, to look up. She didn't know it, but she had just uncovered Spiderman's trade secret for sneaking up on people. At what she saw, the commander almost allowed herself the privilege of screaming in surprise and fear.

Staring back at her, shimmering in the dim light of her flashlight from across the room, shined a set of strangely beautiful but utterly terrifying silver orbs. Shadowed in the faint light, the eight appendages of the creature could be seen clutching the ceiling as effortlessly as though it was standing right side up on the ground. 

The bobbing round head of the oversized spider monster that stared back at her upside down from its perch on the ceiling slowly cocked to the side as another series of soft insect-like clicks hummed through the air from between it twitching mandibles. 

"Spiderman…?" Audrey ventured tightly as she risked a shaky hand up to tap her radio link. Never letting her eyes waver from the deadly creature perched above, the commander whispered urgently in a tense showdown, "I need you here…_now_. Over." 

"Audrey, what's going on? Did you find the people? What is it?" Spiderman's slightly static-garbled voice sounded from within her ear. 

But Spidey never got a response as the creature finally decided to make its move and descend upon its prey to the accompanying soundtrack of the commander's terrified scream…

**********

'This was stupid! So, unbelievably stupid! I should have never let her split up. Never,' Spiderman chided himself relentlessly as he sprinted in a full, break-neck run down the winding passages of sewers, 'This is all my fault. Something bad happened to Audrey and I have to deal with this thing alone now…not that that's really anything new though.' 

In the greenish blur of endless, indistinguishable walls from beyond his obtrusively bulky night vision goggles, Spiderman had finally passed, several moments before, the main line of branched tunnels where Audrey had un-unanimously decided to split their search efforts. He now flew through the subterranean maze with the urgency of a swimmer trying to break the surface of water for precious air. 

His lungs burned in his chest from exertion but he couldn't stop to catch his breath. There were lives on the line and he had to hurry. Pushing extra effort into his stinging and cramping legs as they ate up the distance beneath them, Spidey tried for probably the tenth time since abruptly losing contact with the female commander to get a response from her. But there had been no answer, only empty static.

The last thing she had said before he had suddenly lost contact was that she had found the creature's lair and that she needed him there immediately. But all that had been before a high pitched scream had wailed in his ear and the radio link was cut silence. That terrified scream and the tightness in her voice made Spiderman know time was of the essence. And everything in the wall crawler's being screamed that her life now hung in the balance.

Speeding through the new line of tunnels, Spiderman saw in the distance a sudden turn in the passage. Slowing his speed down to that of a walk, the web slinger took a second to catch his breath and allow a moment for the burning in his leg muscles to fade. He had to have covered two if not three miles, moving at top speed, through the winding labyrinth of sewers. Even with his run that would have left most normal people gasping for air for several minutes, Spiderman recovered his breath in less then a few seconds. 

"She has to be somewhere nearby," the wall crawler murmured to himself in the darkness, "She couldn't have gotten much farther then this."

Starting again down the green illuminated tunnel from his night vision goggles, Spidey saw in the distance a sudden turn in the passage. Sprinting forward, the masked man found the tunnel only veered left. Following the track, Spidey could make out what looked like a separate room beyond a bricked gateway of stone constructed at the end of the tunnel. 

Nearing, Spiderman felt a small tingle from the base of his skull. It lingered for but a second before dieing away as quickly as it had come. It was one of those sixth sense warnings of a nearby presence. 

Picking up his pace to a slow trot, Spiderman paused at the entrance of the room. Calling out in a whisper, Spiderman edged his hooded and goggled head beyond the threshold of the room, "Audrey? Audrey, are you here?" 

There was no answer from within. Only stinging silence. Slipping his slim body inside the pitch black room, Spiderman cautiously looked around, swinging his peripherally obstructed vision from side to side to get a complete view of the room. 

Through the glowing green shade of his sight, Spiderman took a sharp intake of air in shock at what he saw. He had found the creature's lair along with tens of handing bundles of human beings in the greenish glow of his glasses. Breaking through his frozen mind of shock, there came a strained whimper. Looking for the source of the sound, Spidey could make out on the far side of room, laying on the slime covered floor a quivering and struggling mass of entrapped human limbs. More muffled sounds came from underneath the thick blanket of strange white substance. He almost knew without even getting close enough to see and touch it, Spidey knew it spider webbing. 

Rushing across the reeking room of petulance to the twitching form, Spiderman crouched beside the bundle and realized with a gasp it was a person. Gripping a handful of the still sticky white material that covered the form, Spidey gritted his teeth as he pulled apart the sheet of strong, threaded webbing. 

Met with resistance from the substance, Spidey strained his muscles before the material finally snapped. Looking down into the cocoon, Spiderman saw the coughing form of a still partially entrapped commander Lee. 

"Audrey?! Are you ok? What happened?" the wall crawler cried as he shoved more of the webbing away from the commander's shoulders to release her arms from the tight cocoon that entrapped her. 

Gasping for air as she pushed herself up to sit from the cocoon that still wrapped down from her waist, the commander suddenly groped for each of Spiderman's shoulders in the darkness and pulled his masked face close to her. Shouting right in his face, Audrey ordered, "Get out of here, Spiderman! Quick! Go get backup! Now! It could come back at anytime!"

"What happened?" Spiderman questioned, startled by the commander's uncharacteristically frightened and urgent plea. 

"The creature! Just go. Before it--"

_Click click click _Came an inhuman song of insect-like chirps from above.

"What was that?" the web swinger murmured in fear, already knowing what it was. Looking up simultaneously to the ceiling, Spiderman and Commander Lee stood wide mouthed at the scene above. "Oh no…"

Above, it was as if the wall suddenly began to move. Twitching and contorting limbs began to take shape against the ceiling in the greenish glow of Spiderman's goggles. Breathing in a rattling breath of air as two shiny orbs of compound eyes twisted into view from the mass of limbs, a terrifying realization came to the wall crawler's attention. "It set a trap…Oh, my God…It set a trap…It never left."

Breaking in to Spiderman's startled realization, the ear piercing screech of a predator about to attack its cornered prey cut the heavy air of death. Breaking away from its hold on the ceiling, the spindly massive form of the spider creature dropped like a lead balloon, its pointed legs outstretched out towards the trapped and paralyzed commander and superhero.

Seeing the thing descending on him, lit in the dim tone of green from behind his night vision goggles, Spiderman felt the gut retching feeling of knowing there was no way he was going to be able to dodge the deadly creature… 

Well, there you go! Another chapter will be coming along soon. Hey, if you liked this story, check out my other story I have going; "Reflections of a Darker Self" Go on, I know you want to! It's actually better then what the summary says. By the way, don't forget to review!

Signing out

-LAXgirl


	7. Out of the Darkness

Ok, I'm back. I'm still alive. It's been awhile since I've gotten around to updating this. I've been trying so hard for the last week or more to just sit down and write, but the universe seems to have some sense of irony in that it won't ever let you do what you want to. 

Ah, well, such is life! Anyway, one interesting point of interest that I feel I should share is that I'm officially eighteen! My birthday was November 1st! Aka Spider-Man video release date! Coincidence? I think not! ^_^ 

Anyway, here you go! Enjoy!

Disclaimer: Spidey still isn't mine! No suing allowed! 

Spiderman's eyes widened in fear as the immense bulk of the spider creature dropped from its place on the ceiling. Cast in the dim green glow of his night vision goggles, Spidey could clearly make out the monster's twitching mandibles pulled back flat against the sides of its round, humanoid head. From out of the black gap on its face, that was its mouth, the creature's high pitched predatorily scream cut the air like a knife. All eight of it black and red patched legs slashed the air beneath it as it fell down onto the two intruders that had stumbled into it lair. 

With no spider-sense to guide him except for primitive instincts, Spiderman quickly dove towards the female commander's still entrapped body at his feet. 

All in one move, the masked superhero snaked an arm around the startled woman's slim waist and forcefully retched her body free from the cocoon of steel like webbing. Immediately cradling Audrey's body against his own without even giving her time to cry out in surprise, Spiderman jumped straight up in the air to grip the ceiling above just as the creature hit the ground below where he had been only seconds before, its claws slicing the vacant spot like scythes. Even from above, the masked man could feel the vibrations of the impact vibrate up through the walls and up through his fingertips and toes. 

"Hold on!" he cried to the commander who had wrapped her arms around his neck for dear life as she dangled from his arms ten feet or more off the ground, suspended from the ceiling only by Spiderman's secure hold around her waist. Below them, the spider creature crashed against the wall in a massive bundle of twitching legs and claws. 

Swiveling his hooded head over his shoulder to steal a glance at the creature below, Spiderman heard an agitated howl of rage after its escaped prey. He needed to get out there, quick. He had absolutely no advantage there in that enclosed room trying to fight his immensely powerful genetically altered clone in the dark. 

Plus there was the liability of the commander and the countless victims that hung from the walls of the underground room in nets of webbing. They were all in danger as long as he kept the creature there and tried to fight it. 

In the few seconds needed for the wall crawler to process the situation and decide a course of action, the humanoid spider creature had recovered from its attack. A feral hiss cut the air as it quickly tucked all eight of its slender legs underneath its segmented body and suddenly sprang like a coil up towards the ceiling hugging superhero and the helpless commander from where Spiderman struggled to hold her aloft as he gripped the stone ceiling with his toes and only one set of fingertips. 

"Shoot," the web swinger cursed as he quickly kicked off the cold ceiling to dodge the creature's swatting claws that batted at him as though he were a brightly colored piñata. Unfortunately, Spidey's efforts were not good enough and as he twisted in the air to avoid the thing's legs, one of the creature's claws connected with the wall crawler's shoulder. 

Screaming out in pain as the creature's leg ripped a long cut down from his shoulder across his back to his waist, Spiderman felt himself lose his grip around the commander's body as the floor rushed up to meet them. 

Crashing onto the rancid, slime covered floor in a heap of twisted and contorted limbs, Spidey moaned in agony as thick blood seeped from the deep gash across his back. Tumbling wildly through the air, Audrey cried out as she too collided harshly with the cold concrete floor of the room a distance from where her companion had fallen. Instinctively shooting out her hands to catch herself, Audrey yelped loudly as her right wrist exploded in pain, it bending unnaturally to the side as her weight came down onto it. 

Immediately gripping her other hand around her waist to try to stop the pain, the commander gingerly probed the throbbing joint. As more pain exploded under her gentle touch, the young woman growled in agitation. Her wrist was broken. And to make things worst, it sounded like her masked compatriot had also been injured by the pained groans that echoed back to her from nearby in the darkness. 

"Spiderman, are you ok?" she called out painfully between gritted teeth out into the pitch blackness that swallowed her on all sides. The creature had knocked out her flashlight when it had attacked her, leaving her as good as blind and just as helpless at trying to defend herself in those lightless subterranean sewers. Sharp insect chirps filled the air from some somewhere nearby as she pulled herself to her knees and gripped her wounded wrist. 

"I've been better," was the wall crawler's muttered reply as he forced himself to his feet, dark red blood dripping down his back in small rivulets, "That's twice that thing's gotten me. If I keep this up, I'll have to change my name from Spiderman to the Human Scratching Post…" 

Swallowing the searing pain that spanned across his whole back, Spidey prepared for another charge from the creature that stood like a cat ready to pounce on its prey only fifteen feet or so away on the opposite side of the room.

A dangerous hiss emanated from behind the thing's snapping mandibles. It's head bobbed gracefully from side to side as if in indecision about pressing another attack or not. And for whatever reason, it made no move to advance on the wounded web slinger and stood where it was, its many legs nervously treading the floor beneath it as the creature gave another hiss of warning, it agitation abundantly clear. 

"What's going on?" Spiderman heard Audrey whisper from nearby, her voice tight and almost frightened in her helplessness to see anything. Through his sight giving eyewear, Spidey could clearly see the commander subconsciously reach for her gun that should have been in its holster at her hip, but had probably been knocked away somewhere when she had been attacked by the eight legged humanoid monster. 

"I don't know," he answered in a hushed voice of confusion, "It's like it's afraid to attack me again."

Uncomfortable with his genetically altered clone's unblinking sliver eyes that stared back at him through his glasses, Spiderman subconsciously took a step backwards, his eyes warily locked onto the unmoving creature for fear of a sudden charge. 

As his heel slowly lowered back onto the ground behind him, Spiderman was momentarily startled as he felt himself step back onto something thick and squishy that shifted under his weight like half congealed gel covered by a thin fleshy skin. Beneath his weight, he felt something scuttle away from under his foot, reminding him of the time he once stepped on a crab at the beach. From across the room, the monster suddenly screamed a sharp cry, it looking like it was about to rush the web swinger at any second but for some reason, stayed where it was.

Immediately jerking his foot back from the mysterious mass and wheeling around on his heels, Spiderman beheld in the green glow of his goggles a massive mound of fleshy looking material. The creature's insect like clicks cried a plaintive song as Spiderman stood frozen where he was, half of him trying to keep an eye on the genetic abomination and his other half both screaming curiosity and revulsion of the strange membranous heap. 

The creature's vocalizations became a dangerously angry hiss as Spiderman slowly stooped to inspect the fleshy mass that stood to the middle of his tight. 

"What the hell are you doing?" Audrey hissed from off to Spidey's side, her eyes vainly squinting out into the inky darkness at the creature's growls and sound of its pointy feet scuffling on the floor. 

"I'm not doing anything," Spiderman answered in bewilderment as the spider monster danced agitatedly in place and gave another round of sharp chirps, "But it gets really ticked off every time I get close to this weird ball of skin over here."

"Oh my god…" Audrey murmured to herself in realization. Even though she couldn't see anything through the darkness, something by the creature's snarling and its nervous pacing told her that Spiderman was standing beside the creature's egg that was bulging with unborn spiderlings. The creature wasn't attacking because it was trying to protect its young. 

"What?" Spiderman demanded in confusion at the tone of the commander's voice. 

"Don't move, bug-boy," she ordered in a whisper, "I don't think mama likes you by the little ones…" 

Spiderman's breath caught in his throat at her words. Looking down at the twitching mass of flesh at his feet, the young superhero now noticed through the green glow of his glasses the hundreds of squirming bundles of legs just beneath the thin membranous skin of the egg sac. 

"Oh, great. I guess I know what it feels like to be a grandfather now…" he muttered softly to himself with sarcasm to hide his uneasiness. 

"Spiderman, we need to destroy the egg sac before those things hatch. It looks like they could break out any minute," Audrey said. 

Glancing back at the creature that hissed dangerously at him from across the room, Spiderman knew she was right. They couldn't let any of the creature's young escape into the city. New York would be swarming with hundreds of man-eating spider creatures just like the one that stood before him within weeks. But how was he going to destroy the egg sac with the creature there protecting it? 

"Audrey, what other do-dads do you have in that jacket of yours? Anything we can use to distract this thing?" Spidey asked tightly as the creature's agitation became too much for it and it took a pace forward before again halting, its mandibles snapping together with angry claps in the center of its face in a standoff with the wall crawler. Almost moving away from the egg sac instinctively to get out of the monster's way, Spiderman consciously had to force himself to hold his ground beside the membranous mass of squirming spiderlings.

"Uh uh uh," Spiderman tisked warningly to his cultivated blood sample as he gently placed a hand on the side of the egg sac to demonstrate his intentions, "The kiddies are with me right now. I don't think you want me to do anything to them," 

The spider creature snarled a venomous hiss at the masked man who dared touch its young, but reluctantly backed off several shuffling paces, its round head bobbing warily from side to side. Spiderman momentarily lost himself in awe at how the genetically cultivated creature seemed to analyze and think out things . Who knew how intelligent that thing really was. 

"Do you have anything?" Spidey repeated to the commander urgently. He didn't really know how long the creature could be held off before it finally charged him. 

"I think I still may have a flare," she answered through darkness as she slowly reached into her somewhat tattered Kevlar SWAT jacket with her good hand and produced a slender object the size of a ruler. 

"Good. Give it to me," the wall crawler said as he warily knelt down beside the large egg sac with one hand still touching the thing to keep the nervously dancing creature at bay. "Roll it on the ground towards my voice." 

Doing as he said, the commander set the flare beside her on the uneven concrete floor and aggressively thrust it across the ground in the direction Spiderman's voice had just come. The flare scuttled away from her where she heard it suddenly come to a halt several feet away from where she was. 

"What are you going to do?" she asked in a cold whisper to Spidey through the darkness. What was that immature boy in tights doing now? 

"Something really stupid…" he answered tightly with no hint of sarcasm in his voice, "Get to the side because I'm going to have one ticked off mama-spider on my hands in a few seconds."

"Spiderman…don't you dare do it," she hissed with fear in realization of what the web swinger was about to do. 

"I'll lead it out of here. Call your team and get them here to get these people out of here," Spidey called out before a sudden burst of light exploded in front of the commander's dilated eye, the web swinger quickly snapping the cap off the end of the flare. Shielding her face with her good hand from the bright light, Audrey pressed her back flat against the cold wall behind her as an angry, inhuman scream sliced through her eardrums. 

Blinking back the light and looking through stinging, watering eyes, the commander could now make out Spiderman's bright colored costume illuminated by the reddish glare of the sputtering flare in his hands. The creature's insect like jaws snapped furiously as its bobbing black and red head reared back from the sudden assault of light on its sensitive compound eyes. Strange shadows flashed across the walls and sickly faces of the entrapped victims as the creature's legs nervously danced across the ground, shifting the massive bulk of the animal sideways in a strange skittering motion. 

"Audrey, get above ground and call for backup! I'm gonna need it!" Spiderman called out loudly before he suddenly whirled about on his heels and threw the flame spurting stick at the egg sac beside him. As the flare connected with the membranous skin of the egg sac, a huge billow of flames quickly rushed over the whole surface of the mass, the material of the egg sac strangely flammable.

As the large flesh covered mass of twitching spiderlings quickly erupted in a burst of flame, the creature violently reared back on its last two set of legs, its head almost scraping the ceiling of the underground room, and screamed an ear splitting howl of rage. The wall crawler and the commander were momentarily paralyzed as they clamped their hands around their ears from the deafening roar. 

As the fire hungrily ate away at the small bundles of un-hatched spiderlings, Spiderman could make out the flaming outlines of the tiny creatures writhing violently in agony through the orange glare of the bonfire as the billowing tongues of fire turned their round bodies and slender legs into indistinguishable husks of burnt flesh. He swore he could hear small squeaks of pain emanating over the crackling of the flaming mass. He almost felt a twinge of guilt and sorrow well up in his chest as the soft but plaintive cries slowly died away, the charred corpses of the spiderlings dropping to the slimy floor in waves as the fire began to die down in intensity, their pencil thin legs curling up tightly under their bodies in death. 

There was a moment of ensuing silence in the room before a loud rattling hiss vibrated the air. Looking over his shoulder, Spiderman turned to find the creature towering over him, its slender insect mandibles shaking in pure rage under huge rounded eyes that glowed in the smoldering light of the fire that had by now totally consumed the extremely flammable egg sac and turned it into a massive heap of smoldering ashes. 

"I guess this would be a good time to run, huh?" Spidey muttered under his breath as he stared up at the enraged mother spider. As if in answer, the artificially created animal's compound mouth whipped open and a shrill livid scream almost buffeted the wall crawler right of his feet by its intensity. If his spider-sense had been reactive to his altered clone, Spiderman was sure it would have been vibrating through his brain with enough force to give him a headache right then. 

"That's what I thought…" he murmured before quickly kicking off the cold concrete of the subterranean room and rocketed towards the entrance to the tunnel he had entered through before with the speed of a racecar. 

Another predatorily cry sounded behind his fleeing form before the creature took chase. Forgetting the wounded commander, the creature leapt towards the entrance it prey had just escaped through, it's sights locked onto the one that had killed its young. Squeezing through the narrow doorway of the underground room, it disappeared into the darkness of the labyrinth of endless tunnels, on the hunt for the fleeing superhero. 

******

Commander Audrey Lee stared transfixed at the exit the creature and Spiderman had just disappeared through. In the far distance, she could her the faint echoes of the enraged monster's predatorily screams vibrate down the length of the stony tunnel. As the shrill cries slowly diminished into the background over the thundering of her own heart in her ears, the young woman heard the last part of the barely audible muffled taunts of Spiderman and he led his genetically altered clone away from its lair

"Come on! You're gonna have to do bettter then that! You must be from the shallower end of my gene pool! I know you're still ticked off about that whole fire thing but….." 

And then his voice disappeared in the distance, leaving only the unnerving silence of the room of death to sting the commander's ears. 

"Good luck," she whispered softly after Spiderman as she heaved her battered body onto wobbly feet and surveyed the quiet room. Tucking her broken wrist protectively against her body, Audrey hissed a sharp intake of breath as the searing pain of her injury faded away into a tolerable throb. 

For a moment, the commander felt a twinge of concern for the fleeing superhero that was running headlong down the darkened sewers of New York with a deadly monster trailing close at his heels. But she couldn't worry about Spiderman right now. She knew he could take care of himself. It was time for her to do her part. 

Surrounding her on all sides of the room, hung tens of lifeless bodies in massive webs of steel hard strands of webbing, the exposed faces of the unconscious victims glowing a dim greenish tinge in the dying smolders of the fire that had incinerated the creature's egg sac. 

In the flickering shadows of the dying embers of the fire that Spiderman had used to destroy the hundreds of un-hatched spiderlings, Audrey scowled the room with the eyes of a hawk for any sign of the flashlight she had lost. She was going to need it to find her way to the surface. 

Slowly circling the room, she finally saw the dark outline of the flashlight she searched for laying on far side of where she stood, directly across from the single entrance of the subterranean room. Hurrying towards it, Audrey grabbed it with her god hand and snapped the switch. Bright light poured out from the flashlight, casting a large circle of yellowish white against the other side of the room. 

"Looks like someone up there's looking out for me," the commander sighed in relief as she swung the beam of light to shine on doorway. Even with all her training, the young woman doubted she would have been able to find her way to the surface if her flashlight wouldn't have worked. But luckily, she didn't have to worry about that. 

Turning towards the exit of the creature's lair, Audrey hastened her pace to a quick jog to escape the eerie room of death that still sent chills down her spine. Reaching the threshold of room, the commander paused for a moment, looking back at the poor boy that had begged her to rescue him. He still hung in his cocoon of webbing that wrapped around his emaciated body from the wall, his head hanging down the center of his chest and eyes closed tightly in a pained grimace.

Narrowing her eyes in determination to do what she had promised the boy, Audrey wheeled on her heels and sped from out the room. She needed to contact her team so they could retrieve the creature's victims and get them to a hospital. 

Sprinting down into the tunnel that joined up with the main branch of sewers, the young woman spotted in the distance in the jumping beam of her flashlight, a metal rung ladder spiraling upward into a round, vertical passage that lay in the ceiling of the underground tunnel. Grabbing the highest rung she could reach with her good hand, she gripped her flashlight sideways between her teeth and let her broken wrist go unused as she heaved herself up the ladder using her leg muscles to propel her upwards. Scurrying up the ladder as fast as her feet and hand could move to the next rung, the commander winced as her injured joint throbbed in sharp, blinding intervals even as she tucked her right hand to her side protectively. 

Several minutes later, Audrey could make out small pin pricks of dim light filtering down onto her face between the holes of what looked like a manhole covering several feet above. The faint rumbles of early morning, New York traffic drifted down to her ears as she paused at the top of the ladder. 

Catching her breath from the exhausting climb, the commander gritted her teeth together in pain as she wound her injured arm around the top rung of the ladder to steady herself on the slippery cold rungs of metal. Reaching up with her good arm, she heaved a strained grunt as she slowly pushed the manhole cover up and to the side, letting a flood of early morning sunlight pour down into the tunnel. 

Blinking back the brightness, the commander realized that she and Spiderman had been wandering through the sewers of the city for the better part of five hours. It had to of been at least seven in the morning and she hadn't even realized so much time had passed since the night before. Pulling herself up to sit on the edge of the sewer hole with her legs still dangling down into the ladder tunnel in the very middle of a Manhattan side street that, luckily for her, was not high in traffic, the young blond let the flashlight that was gripped between her teeth fall into her lap. 

Cradling her broken wrist against her chest in pain, Audrey Lee reached her other hand up to rip her black mercenary helmet from her head. Tossing it to the side carelessly and running her fingers quickly through her disheveled hair, the commander then tapped the black radio link earpiece that was nestled within her ear. 

"Spiderman? Spiderman, do you copy?" 

There was no sound over the link, only dead air. The commander frowned at what that could mean. She had hoped she would have been able to now get some response from him and get his and the creature's current position. But there was nothing over the line. Nothing. Only empty silence.

He may still be underground, out of reach of the radio link, she kept telling herself. That was the only explanation she could think of. Either that or the creature may have finally brought down that intolerably immature masked man that Audrey had had to subject herself to working with. But if he was so intolerable, why then did she find herself worrying about him? 

Shaking the morbid thoughts from her head, Audrey swallowed hard and again tapped her earpiece. She needed to contact her team before she worried about the wall crawler. There was a moment of soft static over the link before an electronic click sounded and a male voice called over the line, "Commander? Is that you? Over."

"Commander Lee, reporting," Audrey called back over the line, grateful that the radio link was again operational since she had reached ground level, "I need all teams to central Manhattan. Now. Trace my signal to the location. Air and ground support needed to retrieve and transport estimated twenty-five or more civilian casualties. Medical attention will be needed. Do you copy?"

"We copy, Commander. All teams are being deployed now," the mercenary on the other end of the link affirmed, "Where is target now? Over."

Audrey paused for a moment, a strange tingle of dread stirring in the pit of her stomach, before she replied tightly, "Target last seen in pursuit of Spiderman. Backup needed immediately to assist him..." She trailed of slightly before adding reluctantly, "Spiderman's radio link is currently unresponsive and untraceable. Ground teams may be needed to track Spiderman and the creature or…to retrieve his body. Over."

******* 

'I want to go home,' Spiderman thought miserably to himself as he ran at breakneck speed down the dark underground tunnels of New York city, a very livid spider monster close on his heels, 'This was _not _how I was planning to spend my Saturday.' 

Swerving into another branch of tunnels off to his right, Spidey had to let himself take some feeling of victory as he gained a small distance on the pursuing creature since it had not anticipated the wall crawler's sudden change of course and overshot the tunnel mouth by several feet before quickly recovering and agilely maneuvered its massive, eight legged body into the new sewer line. Snarling a nasty hiss, it continued after the fleeing superhero, now only a mere five feet behind Spiderman, its clawed legs swiping viciously at the wall crawler's ankles. 

'I have to get into an open area,' Spiderman thought desperately, 'I can't keep this up much longer. This thing's fast. It'll catch me soon or later if I don't get out of these tunnels.' His lungs burned like fire in his chest for air and his legs felt like jello from running and jumping to avoid the creatures attack, but somehow he managed to keep his tiring legs pumping under him in desperation to gain more distance from between him and the enraged animal. 

Skidding into a new branch of tunnels, Spidey felt his feet slipping out from under him on the water slicked concrete floor. Close behind him, the creature let an ear piercing scream slice the air at the sight of its prey's possibly fatal stumble. Catching himself from falling with a quick handspring, Spidey kept his legs moving as he hit the ground and immediately felt the air behind him whistle, the creature managing to quickly close the gap between it and its prey and slashed at the masked man's head. 

"Sorry, but I just had a haircut," Spidey quipped between ragged breaths as he barely managed to dodge the claws and pushed more effort into his already stinging leg muscles and pulled away from the creature. Another scream buffeted his back as he felt his genetically altered clone resume its chase, the sharp scrapping of its eight legs echoing off the cold walls of the tunnel. 

Scanning the narrow tunnel through the green glow of his night vision goggles that were perched on his nose and hugged his face tightly in search for any exit, Spiderman saw up in the distance what looked like a heavy metal door. Sucking more air into his starved lungs, the wall crawler pushed his battered body to the breaking point as he leapt for the door. 

Using his shoulder like a battering ram, the masked superhero slammed against the door at full force. He had no time to try the handle that looked rusted beyond use. Crumbling under the power inflicted upon it, the door fell forward. Before the door even hit the ground, Spiderman had already hurtled over it and into a sudden wall of blinding light. 

Yelping in surprise, Spiderman immediately ripped the goggles from his face. Blinking back the water that had welled up in the corners of his eyes, the young superhero became suddenly aware of the flurry noise that sounded from all sides. 

Whipping his head around in confusion, Spiderman became aware of the deafening roar of nearby subway cars rumbling by, the unintelligible murmurs of people talking, and the low hiss of an angry monster from behind him. As the room came into focus, Spiderman realized that he stood in one of New York's many brightly lit subway stations.

"Oh no…" he muttered under his breath at the sight of the crowded station. Countless civilians swarmed around him; some ignoring him like stereotypical New Yorkers too busy getting where they were going to be delayed for even a second while others stopped to outright stare at the wall crawling superhero. 

A crowd of startled, early morning business commuters jumped back in surprise as they turned to face the masked man that had suddenly appeared in their midst when he had slammed through a hidden maintenance door off to the side of the subway platform. Even a small tour group of Japanese tourists clad in "I Love NY" t-shirts joined the amassed group and began to excitedly snap pictures of Spiderman in a flurry of flashes and clicks with the cameras slung around their necks. 

But before Spiderman could warn the curious commuters that gawked at him in his bloodied and tattered costume to move back, he heard from behind him a soft crescendo of insect like clicks. Whirling around on his heels, the masked man felt his stomach drop to his feet as a red and black, bobbing round head emerged from the dark void of the maintenance door that led away into the maze of tunnels he had just escaped from, its large silver eyes glinting like mirrors in the light. 

Slowly squeezing its shoulders and slender legs between the narrow doorframe, the creature gave a dangerous hiss as the crowd gathered around Spidey immediately backed away from the spider monster. Frightened screams rang out over the platform as the crowd cringed from the spider monster. Swinging its round head from side to side, the genetically altered clone's compound mouth twitched agitatedly against its face, sharp clicks emanating from behind the snapping mandibles. 

'I got to get it out of here. There're too many people down here and it's too cramped to try to fight this thing,' Spidey thought to himself as he looked around the subway platform swiftly for any sight of a staircase that lead up to the surface, 'Once I get it above ground, then I can find someplace without too many people. Then I'll worry about figuring out a way to deal with this thing…' 

"Hey, ugly, over here!" Spiderman shouted loudly to get the creature's attention, giving a little jump in the air and waved his arms frantically in front of the confused animal that sang its insect clicks as it paced nervously on its slender legs, obviously perturbed by the loud noises and bright lights of the crowded subway station. 

Locking its silver compound eyes on the brightly garbed man before it, the creature reared back on its last two sets of legs beneath its wasp like waist, it towered over the young wall crawler with its other clawed legs pumping the air angrily. Obviously, the creature hadn't forgotten what Spidey had done to its young. 

Seeing he had succeeded in grabbing his genetically altered clone's attention, Spiderman whipped around on his heels and bolted for a staircase situated nearby. To the frightened on-looking commuters that had cowered away from the enraged monster, Spiderman looked like only a blur of primary blue and red as he sped past and flew up the stairs two at a time. 

Screaming another ear piercing cry, the creature torn across the platform in pursuit of the web swinger on all eight of its spider legs. Clattering to the bottom of the stairwell, the creature paused as it gave a low hiss and craned its head on its slender neck to look up the stairs after its fleeing prey that had just disappeared from sight by sharply turning onto the next flight of steps that led to the next level. Snarling, the genetically mutated abomination leapt like a cricket with its muscular back legs up to the platform that stood at the top of that set of stairs in two fluid leaps. Cutting the corner close, the creature spun to face the next set of stair where it repeated another set of jumps. 

Already at the top of the second set of steps, Spiderman heard the creature coming after him fast, its predatorial screams echoing off the tiled walls up the stairwell. Running against a steady flow of oblivious commuters going down the stairs to take the subway, Spiderman yelled loudly between ragged gasps of air, "Everybody! Clear the way! Very ticked off mother spider coming through!" 

Irritated mumbles from the faceless blurs of civilians sounded around Spiderman as he pushed past the early morning commuters and barreled up the stairs towards ground level, desperately pushing his stinging legs to hurry as they flew up the stairs beneath him. Mere seconds later, those muttered curses turned to screams of terror as a living monster crashed onto the platform that separated the last set of steps from the next then turned to bound up the next flight after its prey.

"Have to…get…to street level…" Spidey coaxed himself between desperate gasping breaths, "Need…to get…away from people." Sweat stung the masked superhero's eyes as he vaulted over a set of turnstiles where he earned a few startled yelps of surprise from the token booth attendant and numerous subway patrons. 

Taking the last flight of stairs that separated him from ground level, Spiderman heard a loud crash and more terrified screams as the creature barreled across the turnstiles close on his heels. Looking up as he ignored the searing pain in his tired legs, Spidey almost laughed out loud with joy as the first few rays of early morning sunlight filtered through the subway entrance onto his hooded face. He had never realized what it felt like to be underground in the dark for so long before. 

Eagerly covering the last six steps with one giant leap, Spiderman broke out into the open sidewalk. Skidding to a stop several feet from the subway entrance, the wall crawler spared half a second to let the cramping in his legs to fade away. "Well, on the bright side, it looks like I won't have to do my Stairmaster today," Spidey quipped to himself softly as the burning in his lungs also slowly tapered away. But he knew he couldn't live his small victory for long. The creature was still close on his tail and out for his blood. He could hear the creature's agitated hiss wafting up the stairs to him. It would hit ground level any second now. 

Swinging his head in a wide arch around from where he stood to decide his next course of action, Spiderman felt his blood run ice cold at what he saw. All around him shined bright, multicolored lights that dazzled his still unadjusted eyes. Huge moving pictures and advertisements towered above and all around him from the fronts of the surrounding buildings. The deafening roar of exhaust spewing cars filled the air as they sped by the frozen superhero. Hundreds of voices assaulted Spidey's ears as he scanned the crowded street in disbelief.

Spiderman stood in Times Square; one of the most congestive centers of activities in all of New York city, it already teeming with hundreds of morning commuters traveling to their day jobs or wherever else they had deemed important enough to wake so early from their beds. 

"No!" he cried in distress just as a hot, sticky breath buffeted his back and a feral screech broke through his thoughts. Looking over his shoulder, Spiderman saw the creature's head slowly rising out of the wide hole in the ground that made up the subway entrance, its silver eyes almost glinting with rage in the early morning light. The first few shrieks of surprise and horror rang out from the civilians around the exhausted costumed crime fighter as the creature gracefully slipped from the mouth of the subway entrance and fanned its eight legs out beneath it. 

"No!" Spiderman cried out again as though his stubborn refusal to accept the situation would actually change what was happening. How could he have led this thing to one of the most crowded areas of the city, Spidey chided himself. There were countless innocent people there that could be injured or killed if he didn't act fast and move the enraged monster away from the mainstream of civilians. 

Several cars had already stopped dead in the middle of the street to rubberneck at the supernatural creature that was facing off with the city's costumed superhero, creating a massive road block in the very center of Times Square. A wave of irate horns blared from within the clogged mass of stopped cars, only managing to add more confusion to the scene then make the blocking cars actually move. Several dozen pedestrians had also stopped to watch Spiderman and the frightening monster. 

"OK, bright eyes," Spidey muttered to the spider creature that hissed at him dangerously, "This is where it's all going to end." As if understanding his threat, the creature sprang at the battered web swinger, its feral cry screaming for Spiderman's blood…

Hahaha Another infamous cliffhanger! How I love keeping all my glorious readers on the edge of their computer chair seats! *laughing evilly to herself* Anyway, the fic has at least one, if not two, chapters left to go. We're winding down to the final stretch so don't go anywhere or you'll miss the conclusion! So until next time, I'm signing out

-LAXgirl 

P.S. Do I _really _need to beg a review from you? :P 


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